


Shatter Me

by pandorasxbox



Category: The Hobbit - All Media Types
Genre: Altered Reality, Alternate Universe - Fantasy, Awesome Frerin, Being Lost, Castles, Curse Breaking, First Kiss, Friends to Lovers, Friendship, Good King Thorin, M/M, Memory Loss, Music, Other tags may be added, Prince Kili - Freeform, Sexual Encounter, Spells & Enchantments, Storm - Freeform, True Love, Victorian feel, Violins, afraid of the unknown, clockworks, curse, fili and kili are not related, horse and carriage, letting go, music box, thorin/bilbo, vengeful dark faerie
Language: English
Status: In-Progress
Published: 2016-03-20
Updated: 2018-05-06
Packaged: 2018-05-27 17:46:37
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 15
Words: 32,675
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/6293818
Author URL: https://archiveofourown.org/users/pandorasxbox/pseuds/pandorasxbox
Summary: <blockquote class="userstuff">
              <p>The kingdom of Erebor was once overrun with fell creatures. After an epic battle, they believed their land had been cleansed of evil. They were wrong. One wicked being found a safe haven residing in an abandoned castle perched at the edge of a cliff overlooking the violent sea to the north of Erebor. There she waited patiently, plotting her revenge on King Thorin for destroying her world. </p><p>Dís was an accomplished violinist requested to visit Erebor Castle to perform for King Thorin and his guests. Bringing her son, Fili along he was befriend by Prince Kili. In later years, Fili followed in his mother's footsteps to become an accomplished violinist in his own right. He and Kili had not seen one another for many years until Fili was ordered by the King to perform for the royal court. Fili never forgot how much he loved  the prince, and Kili was reminded just how much he had been in love with Fili. </p><p>In a strange twist of fate, Fili finds himself placed under an enchantment in Stormbreaker Castle by an evil faerie hell-bent on taking control of Erebor and destroying Thorin. Her plans begin to unravel when Kili finds a crystal music box, and becomes enthralled by the tiny figurine trapped inside.</p>
            </blockquote>





	1. Chapter 1

**Summary for the Chapter:**

> Setting up with a bit of backstory.  
> Very young Prince Kili adores his best friend, Fili, even if he isn't royal.

**Notes for the Chapter:**

> This story was completely inspired by the song and video "Shatter Me" by Lindsey Stirling ft. Lzzy Hale, and my crazy imagination. 
> 
> Disclaimer: I do not own these Tolkien/Jackson characters, only my insane evil faerie :) I may have also slightly borrowed some elements from Disney princess movies, so here's my disclaimer to that.

₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪₪

Life was good for those of noble descent and royalty. Grand balls, fancy dinner parties and concerts performed for small gatherings were all the rage of the day. Then there were those who sat on the cusp of that lavish world. They were neither wealthy royals or nobles, nor were they living in poverty. They were cultured and well-mannered folk. 

Artists, poets and musicians were granted certain privileges from time-to-time being summoned to Erebor Castle. For a musician, being asked to perform before the royal court and nobles was the highest of all compliments they could ever receive. Not to mention the coin they earned for their gifted talent was sometimes more than a year’s wages for just one performance placing their social standing just above the common folk, rubbing elbows with royalty. 

In all her grace, Dís was a beautiful accomplished violinist, known far and wide throughout the kingdom of Erebor. Raising her young son, Fili, with the help of her older brother, Frerin, the renowned clockmaker, the pay she earned from private concerts and dinner parties along with what Frerin earned from his magnificent clockworks was enough for them to live a comfortable life in their village.

Dís’ husband, Víli, perished in battle as he fought alongside their king, Thorin. The young king had befriended, Víli during the time they spent in weapons training and fought together to rid their kingdom of fell creatures. Their armies push the fell beings over the steep cliffs of Stormbreaker Coast passed the ancient castle that stood guard over the coastline into the churning sea below believing the evil creatures had been banished to a watery grave forever. 

King Thorin felt empathy for the widow, for he too had lost his lovely wife to an illness while he was away in battle leaving him and his young son, Kili. The king did what he could to help the young mother, Dís and her son by inviting her and her company of musicians to perform for him and his guests a few times a year paying her good coin to do so. 

She never caught on, this was Thorin's way of taking care of his friend's family, and a way to clear his guilty conscious. Forever believing he failed to protect Víli, his friend lost his life on the battlefield when Thorin had not reacted swiftly enough as the man was violently struck down beside him. 

King Thorin’s elder noble friend, Balin tried for years to play matchmaker for Thorin and Dís, but the king vowed to never lay with another woman again. He had his son, Prince Kili, so there was no need for him to take a new wife. 

One fine evening before a musical concert played on the balcony of the castle, all those feelings were about to change. Thorin never said he wouldn't take a new lover. Dís introduced Bilbo Baggins, the newest member of their orchestra to the king. From the moment the dark haired royal laid his sapphire blue eyes on the short, curly haired young man he knew he’d lost his heart. Nothing more would be mentioned to the king of taking a wife when within a years time, Thorin took Bilbo as his consort raising his son, Kili together. 

Vivacious and a bit rambunctious, Prince Kili was the light of his father’s life. The tiny dark haired prince could talk the king into buying the stars for him if he so desired, but the one thing he wanted most was not so easily obtainable. Friends.

Other royal and noble children befriended him, but there weren't many of them, and they weren’t much fun Kili thought. Too stuffy and too afraid they would wrinkle their clothing or get their hands dirty. Kili liked to roughhouse and wrestle, and run about the castle causing mayhem for the servants in which the visiting children disagreed with such behavior, and would rather sit quietly on the floor playing with wooden and silver toys. With a sigh, even these children rarely visited frustrating the young prince so. Kili never had much say in who he chose to be his real friends and how often he could spend time with them. Seemed as though his life had already been planned for him from birth. 

The only friend Kili ever wished to spend the most time with was not of noble or royal descent and lived far away on the other side of the kingdom. That boy only visited twice sometimes three times a year. He was the son of the famous violinist, Dís. Fili would travel to Erebor Castle with his mother when she was summoned to perform for the king. 

During these visits, the time Kili was able to spend with Fili was never enough for either of them. Their time together had always been very limited, so they made the most of it. Being required to attend, Kili would squirm in his seat through the formal dinner and concert that followed awaiting the moment he could tear through the crowd of party guests to get to his friend.

*

After the music stopped, the five elegant musicians making up the small orchestra began packing away their delicate instruments before mingling with the highly important party guest invited to the castle to perform for King Thorin and his consort, Bilbo.

“Mistress Dís would make a fine wife for someone. What a lovely, talented young lady she is, your majesty!” One of Thorin's female guest's noted without regard to the king's consort. 

Hearing Bilbo clear his throat giving him that look, Thorin shifted uncomfortably in his seat giving a nod in response to his guest's remark. 

“Indeed she is.” The king placed hand over his consort’s much smaller hand giving it an affection squeeze. “We’ve been over this before, M'Lady. I am king, and it is my choice of whom my mate shall be.”

The young woman had a glint in her eye as she asked, "I've never heard anyone speak of it, is your son betrothed to anyone?" 

Thorin bristled. He had no idea who this rude woman was now that he glared at her. "Do I know you?" 

The strange bewitching woman spoke to his mind just before her appearance morphed into that of his late wife before she vanished, _'You knew me once upon a dream.'_

Suddenly a small whirlwind of blue velvet and tousled dark locks blew through the room, deftly running between party guests making a beeline for the beautiful lady violinist’s young son.

“Fili!”

The tiny blond boy holding his mother’s hand turned at the call of his name to see the young prince running straight for him with open arms. He lit up brightly at the sight of his royal friend.

“Prince Kili!” The little brunet ran smack into his old friend, giving him an overly zealous hug.

“So good to see you again, Fili! Want to play with me?” Kili bounced with excitement. 

Fili looked up his mother with hopeful, pleading eyes, still wearing a grin sporting his adorable dimples. “May I, Mother?”

The young lady looked around to see exasperated prince handler, Bofur running to catch up to the endlessly energetic royal wildcat. 

“If it’s alright, you certainly may, Fili.”

The servant nodded as he caught his breath. “Yes, m’lady. Master Fili may play for a little while. Prince Kili has been anxiously awaiting this moment for many months!”

“Alright then! Be on your best behavior, Fili!” Dís smiled graciously seeing her son so happy. 

“Of course, Mother! Thank you!”

“Come on, Fee! Let’s go!” Kili snatched up Fili’s hand, and took off running around the sea of the party guests exiting the room to go on a merry adventure somewhere within the castle walls. 

*

A full hour or so had passed when the two young boys heard a quick knock on Kili’s bedchamber door just before his personal servant, Bofur walked inside. 

“Master Fili, your mother is ready leave. Your carriage awaits.”

The frown that played out on the dark haired prince’s lips completed the sadness that filled his deep brown eyes. 

“Thank you for playing with me this evening Fili. I wish you could visit more often.”

“Thank you for allowing me to play with you, Prince Kili. I hope to see you again soon.”

Kili knew it would be a very long time before he ever got to see his friend again. “Indeed.” The prince made the first move to throw his arms around his best friend as Fili curled his fingers into the velvet tunic of his royal friend.

“I’ll miss you.” The blond whispered holding their embrace a bit longer, tears welling in his sky blue eyes.

“Master Fili...” Bofur hated to part the young friends, and seeing seven year old Kili happily playing with someone his own age tore at his heart. 

“Farewell, your majesty.” Fili bowed and turned to leave. 

As he was walked toward the bedchamber door, Fili looked back when he heard the prince reply, “Fili...no need to be formal with me. I’m just Kili to you.”

Fili beamed and returned Kili’s wave as the prince wished him well. “Farewell, Fee. Until next time…my friend.”

**Notes for the Chapter:**

> Chapter Two Preview: A glimpse into Fili's life in his village, and one time when he returns home from Erebor Castle with his mother, he is more confused about his feelings for Kili than ever. 
> 
> Thank you for reading!


	2. Chapter 2

**Summary for the Chapter:**

> A glimpse into Fili's life in his village, and sharing their first kiss, Kili makes a confession leaving Fili unsure about how he feels when he learns the prince's future may have already been planned for him.

It was a quaint, simple life in the small village Fili and his family resided. A place where neighbors and shopkeepers knew and cared for one another. A safe place for the village children of all ages to roam about freely without fear now that evil had been purged from their lands. 

After lessons, the chipper blond thirteen year old, Fili and a few of his friends would run the cobblestone streets. They loved to watch the blacksmith forging new items, and peek in the windows of a few select shops in town. 

The bakery was always the first stop to see if they had any leftovers at closing time knowing the baker, Bombur would sneak them a few delicious pastries.

“Don’t ye be letting on I’m feeding you lads sweets before your supper now, or this’ll be the last of them!” It was a threat the baker had been making for as long as the boys could remember.

Lips and fingers covered in a dusting of white powdered sugar, the little blond gave Bombur a sly wink. “You know we’d never tell on you, Bombur, you're the best! Thank you!” 

After leaving the bakery, Fili always made a point of running by his Uncle Frerin’s clockworks shop next door for a quick visit. 

Frerin looked up with a smile from the gears he was working on to greet his nephew and company. “Well, hello lads! Good day to you! Did you do well with your lessons today, Fili?”

The man’s nephew produced a parchment for him to read. “Very good, Fili! Your mother will be pleased, indeed!” As he handed the perfect work back to the blond, Frerin noted with a slight grin, “But may I suggest, you wash those sticky sugar coated fingers before you begin your violin lesson when you get home, my boy.”

Nothing got passed his uncle, but Frerin would never deny him a little innocent fun. “Thank you, Uncle!” The boys ran from the shop heading off to a few more stops for fun before Fili returned home ready for his music lesson before supper.

Dís never insisted Fili play the violin as she did, but she did insist he learn to play some sort of musical instrument because he had no interest in art or literary writing. It was a must to keep up their family’s standing in a cultured society to dabble in the arts somehow. 

Because Fili fell in love at a young age with the beautiful sound of his mother's violin and the way she played it, he wanted to become a talented violinist as she was. Most young boys at his age whined and fussed when the time came to practice their instruments, but Fili couldn’t wait to play and would sometime have to be told to put the violin away before his fingers bled. In due time, practice proved worth his while. At such a young age, Fili's talent was envied even by adults who could not play as well he, but he was still shy about performing for others. 

*

In the spring after a long cold winter and another birthday passed, Fili couldn't wait to see Kili again when Dís was invited back to Erebor Castle to perform for a spring ball. After their happy reunion, Kili pulled Fili along as if they were seven all over again to run about the kitchen looking for the special candies the confectioner had made before the treats were set out for the party guests. 

Fili picked through the brightly colored petits fours. "Why is everyone dressed so exquisitely this evening, Kili?" 

Kili shoved a fancy truffle into his friends mouth as he spoke with a mouth full of chocolate, "It's a ball! A fancy dance of sorts. I think someone chose a bride and they're celebrating their engagement this evening."

"Chose? Someone chose a bride? I thought you were supposed to be in love with the person you marry. I know my mother loved my father very much. She's told me tales of the days he courted her. I want to be in love like that some day. I wouldn't force a stranger to marry me!"

"It's not like the lady doesn't know the man. After their engagement, they're granted time to get to know one another before they're wed."

"So it will be up to you to choose who you will marry?"

"I don't know. It's different for me. My father has mentioned I may be betrothed to someone in the future to secure an alliance with our neighboring kingdom, but..." Taking another candy from a silver tray, Kili spotted Bofur looking for them, and pulled Fili beneath the table placing a finger to his lips whispering to be quiet. 

Once Bofur was gone, they continued to stay hidden under the table to talk. Fili licked his sticky fingers and wiped them on his linen pants. "But what? You don't know who you're to marry?"

Kili shook his head, and looked down sadly. "No, and I don't know how to tell father, I'm not sure I even like girls."

Fili snickered, "Why not? You're so handsome, I'm sure the finest lasses would be clawing each other's eyes out to fight over you!"

The prince did not respond with laughter as his friend thought he would. Turning to look Fili in the eye, the adolescent wet his lips, sincerely speaking from the heart. "I may already be in love with someone. You've been my best friend for so many years, Fee..."

The little blond quirked his head in confusion of where this conversation was going. "Come on, Kee. We need to get out here. I hear someone coming."

The boys scurried from the kitchen through the grand halls only slowing once when they saw a lady walking toward them on her way to the ballroom they assumed. The woman stopped as Kili drew nearer, and graciously curtsied before her prince. 

"Your highness." Her voice mesmerized Kili like a tranquil song. Locking eyes with the woman, the young prince became lost in time as if something had reached deep into his soul leaving him with a very serene sense of peacefulness. 

Slowly her amber eyes shifted to the prince's friend. Fili caught his breath as her golden eyes turned black drawing him into her darken soul leaving him feeling hollow with an overwhelming sense of dread and fear. _'I feel your fear. You should fear me, Fili. You're just a pawn in my game, child.'_

The blond fought to look away, snapping his eyes closed only to look back to find the terrifying woman was gone. 

_"Mother?"_ Kili whispered though after the woman disappeared, he couldn't recall the moment when Fili questioned him about it. 

"What woman?" 

"The raven haired woman wearing the scarlet dress! She was right here!" For some reason Fili begin to doubt himself wondering if this all hadn't been a trick of the mind brought on by something tainted they ate or drank. "Kili, you just called her 'mother'!" 

"That's not funny, Fili. My mother's dead. Why would I say that?" Kili was a bit hurt wondering why Fili would say such things as he began walking again trying to remember or forget what apparently just happened. 

Once inside the privacy of Kili's bedchamber, the incident with the woman vanished as if it had been nothing more than a passing nightmare. The blond looked around the large room filled with magnificent furnishings and lavish décor. It had been many months since last he visited. There were fewer childish toys than in the past. A sign of growing up sadden him. These precious youthful moments together would soon come to an end. 

Startled from his thoughts, Fili jumped and whirled around at the slight touch of his friend's hand on his shoulder. "Mahal's sake!"

"I'm sorry, Fee. Did you hear what I said?"

"Sorry, no. Lost in a daydream."

Kili closed the space between them leaning forward to gently press his lips against the soft lips of his friend. Closing his eyes, Fili was shocked, but didn't pull away. Their first kiss tasted like the sweetest chocolates they just ate, but the feeling was exciting and new. It was as exhilarating as jumping into a freezing cold pond on a hot summer day, he thought as a shiver ran through his body when Kili parted from their kiss.

Fili blinked a few times as Kili's dark brown eyes held his gaze. "That...was nice. Your lips are so soft. I couldn't imagine lips of the fairest lass being any softer."

"I don't want to find out. I love you, Fili."

Kili wasn't expecting for his friend to return the sentiment as he slipped a hand behind Fili's neck to slowly draw him in for another kiss. It was awkward and innocent as they became familiar with the way it felt, and the other foreign feelings they were experiencing for the first time.

Instinctively Fili's hands came up hold Kili as he leaned into their kiss. "Kili..." he said breathlessly feeling the need for more, of what he didn't know. "Do you feel something...happening?"

Slipping his tongue along the seam of Fili's lips, Kili was able to coax his friend to do the same. The young teens were becoming increasingly aroused, and neither knew exactly what to do about it. They hummed through panting breaths as their kisses turn a bit heated, pulling themselves closer together. 

With a sharp knock on the bedchamber door, the boys bolted apart gasping for air trying desperately in a futile attempt to appear as calm and natural as possible. 

Bofur wasn't quite sure what to make of the boys' nervous behavior. "Is everything alright, lads?"

Clearing his throat, Kili tried to play it cool, straightening his tunic. "Yes. Why do you ask?" 

Bofur's eyes shifted suspiciously between the two. "Fili? Are you sure everything's alright?"

Nervously wiping his mouth with the back of his hand, the blond nodded. "Yes, sir. We're fine."

Kili's smile returned, and gave Fili a playful nudge. "We were just talking about...stuff...you know...girls..."

The prince's personal servant quirked an eyebrow before letting out a little chuckle. "I may have to keep a closer eye on you two handsome young lads from now on."

Grinning impishly the boys snorted, and looked around shyly in response to the comment. Kili giggled a bit, "No need to worry about us!"

"Well I'm sorry, I hate to bring your riveting conversation about the ladies to an end, but your mother is ready to leave, Master Fili." Bofur gave a nod. "I'll wait outside the door to give you two a moment to say your good-byes."

After Bofur closed the door, the boys turned to face one another again. Kili took one of Fili's hands in his own, and looked into his friend's crystal blue eyes. "I meant what I said, Fee. I really do love you."

"Kili, I...I don't know what to say. I enjoyed our kiss, but..." 

The dark haired prince brushed a feather light kiss across his friend's soft lips. "It's alright, Fili. Farewell. I'll see you again in a few months...and in my dreams 'til then."

*

It was an unusually long carriage ride home across the kingdom. Fili rested his head on his mother's lap thinking about the conversations and events of the evening. The rocking motion of the carriage would normally lull him to sleep by now on such a long journey through the night, but all the thoughts and feelings kept him wide awake.

Dís stroked her son's golden hair, and rubbed his arm. "What's keeping your mind so busy this evening, Fee?"

 _'I can't tell her! What would she think of me?'_ "I don't know why I can't sleep, Mother. Too much excitement for one night, I suppose. Did you have a good time at the ball?"

"Yes, I did, thank you! I danced so much my feet ache, but it was such fun! Bilbo is quite a good dancer! Oh, I haven't laughed so much in years!" Reflecting on her evening, Dís smiled lightly until she remembered the lady she had an odd conversation with. "Fili? Has Kili ever told you he was betrothed to someone?"

 _'Betrothed. What did he say?'_ "Um, I don't know. He mentioned something about that earlier, but I think he wants to decide for himself who he will marry."

"Hm. I spoke with a lady this evening that said he was betrothed to her daughter. I believe I have seen her before. She was rather...mysterious. Very beautiful and charming, but there was something strange about her."

Memories of their encounter with the woman in red had been lost. "Don't know, Mother. I'll ask Kili about it the next time I visit." 

Though they were still very young and much could change, the realization Kili may not have a choice in who he would marry complicated Fili's thoughts. Just when he began to think and accept maybe he could be in love with Kili as he said he loved him, with a heavy heart it seems as though any hope for a future life together with Kili might end before it ever began.

**Notes for the Chapter:**

> Preview of Chapter Three: Fili rethinks his friendship with Kili, and has a man-to-man chat with his uncle Frerin.
> 
> Thank you everyone for stopping by to read! And Thank You all for the comments & kudos ~ much appreciated! :)


	3. Chapter 3

**Summary for the Chapter:**

> Fili plays sick to stay home, and has a talk with Frerin. Kili also has a similar discussion with Bilbo.  
> Bilbo becomes very concerned when he is informed by Dís of her encounter with the mysterious woman she met at the castle in the spring.

Lying on the soft mossy bank of the pond, Fili enjoyed the warmth of the summer sun, listening to his friends splashing about in the cool water. A much deserved and needed break from lessons and chores, the teen closed his eyes letting his mind wander.

Tomorrow he would be heading off with his mother to Erebor Castle. In the months that passed since his last visit with Kili, Fili had tried to convince himself what happened between them was a one-time crazy adolescent moment they shared, but the vivid dreams of sensual touches, waking to sticky wet undergarments had become more frequent telling him otherwise. It was hard enough to admit to himself he was possibly falling in love with a boy, but that boy that claimed to love him back was a prince and most likely already committed to wed another someday.

With such uncertainty, Fili made the decision not to make the journey to see his friend this time. It wasn't like he would never see him again. For as long as he could remember, he had faithfully gone with his mother to spend time with Kili. They always had so much fun together, but Kili's confession of love, and the intimate kisses they shared changed everything. 

Fili needed more time to come to terms with his thoughts and feelings. It was time to seek advice, not to mention he clearly needed to have a discussion with his uncle Frerin about his _sticky_ situation. He had no idea what was happening to him, slightly worried something was wrong, but in no way was he going to ask his mother about any of this. 

*

When Fili didn't come downstairs to the dining room for breakfast, Dís found him still curled beneath his quilt. 

"Fili? Why're you still in bed, dear? You didn't forget you're going to see Kili today, did you?" 

_'Exactly why I'm still laying here!'_ Feigning illness, he rolled over slowly with a pitiful groan. "I don't feel well, Mum. I'm afraid I won't be able to go with you this time." 

With growing concern, Dís placed a hand on his forehead. "No fever. Should I call for the doctor?" 

"No! Uh, no. I just need to rest. I'm sure I'll be fine." Casting his eyes away from his worried mother, guilt for lying began to swell within him. "Could you tell Kili how sorry I am I couldn't make it, please?" 

Dís assumed Fili must be feeling very poorly knowing how much the boys loved to spend these rare visits together. "My poor little sunshine, you must be feeling very ill to pass on an opportunity to see Kili! Maybe I should stay home." 

More worried concern came from Frerin standing the doorway. "What's wrong with Fili? Is he alright?" 

"No, Mother! Frerin's here. I'm sure it's nothing serious. I just don't think I could make such a long journey the way I feel. I'll be fine. Go have fun." Fili read the look on Frerin's face. Was he that transparent? _'He knows I'm lying!'_

With a slight nod in his nephew's direction, Frerin played along for him. "He'll be alright Dís. I'll keep a close eye on him. Go on and get yourself ready. Your carriage will be arriving soon." 

With a little more convincing Fili would alright in Frerin's care, Dís was on her way leaving her falsely ill son in the care of her intuitive brother. 

After hearing farewells being exchanged and the front door close, Fili's heartbeat quickened with each heavy footstep ascending the stairs back to his bedroom. 

"Is there something you'd like to talk about, Fili?" Frerin's voice was stern without the slightest hint of anger, more of concern. "Don't take me for a fool, I know you're not ill."

"I'm sorry I lied to Mum. I didn't want to go, and I didn't want to ask her to lie to Kili for me." 

Frerin sat on the edge of his nephew's bed ready for an explanation. "Ahh, I see! This is about Prince Kili. Last time you visited, did you two have an argument or disagreement about something? Were you not getting along?" 

"Quite the opposite." He said, averting his eyes. Fili wasn't sure he was ready to have this discussion with his uncle though he wanted to and knew it was necessary. Being put on the spot here right now with his mother away couldn't have been a better opportunity. 

"Are you sure maybe a young lass might have come between your two?" 

"No, Uncle. But unfortunately, that may be a problem in the future. You see, Kili told me he is in love with me." 

This was not the explanation Frerin was prepared to hear, and even more unprepared as to how to respond to his naïve fourteen year old nephew in a positive, encouraging manner. "That's...good? Isn't it?" 

"I don't know. Is it?" Fili was expecting more from his intelligent, educated uncle. "He kissed me...we kissed...and I liked it." 

"Do you love Kili?" From the questionable look in his nephew's eyes, Frerin began to see the problem fall into place. "You don't know how you feel, and you're afraid to face him again so soon." 

_'Yes! He does understand!'_ With a hearty nod, Fili trustingly lowered his quilt exposing his wet undergarment. "I've been dreaming about him a lot more lately. Maybe because I knew I was going to see him soon. In my dreams, he's touching me, and when I wake up...this happened. I was embarrassed to ask Mum. Is there something wrong with me, Frerin?" 

Frerin reached out to stroke Fili's soft curls with a reassuring smile. "You're fine. In fact this is perfectly normal for a boy your age. I suppose it's time we have a man-to-man talk about sex since I'm sure it's not something your mother would want to discuss with you." When Fili's brow knitted, Frerin couldn't stifle a chuckle. "She's already told me it was my job to have this talk with you. I was just waiting for the right moment. Guess that moment has arrived." 

After a lengthy discussion, and random questions throughout the day, Fili finally understood, and agreed he would make an effort to learn to control his sexual urges for his friend when they were together in order to maintain a healthy friendship in the future. 

Frerin stressed the point they were both still so young, and with Kili being the heir to the throne of their kingdom being placed in such an important role of power, the young prince may not have a say in the course of his destiny. No matter how much King Thorin approved of his son's friendship with the commoner, didn't mean he would approve of them being lovers if Kili was already betrothed to someone as Dís mentioned to him. 

If Fili were to fall deeply in love with Kili, his uncle feared his nephew's fragile feelings would shatter if the prince was forced to married someone else, leaving Fili alone and forgotten. 

*

After dinner before the orchestra moved to the king's smaller ballroom, Bilbo took the opportunity to chat with Dís. He noticed Fili hadn't accompanied her for the first time in years, and seeing the way Kili disappeared from the dining hall so quickly, he had to ask.

Dís never got the chance to tell Kili why her son wasn't with her, and felt awful about it when Bilbo asked. "Could you please tell Prince Kili how sorry I am I didn't tell him the reason Fili isn't with me is because he was very ill this morning? I should have made a point of telling him right away, but was distracted by arriving so late. Apologies, M'Lord."

Bilbo was understanding and gracious with his old friend knowing she would never lie about such a thing. "I understand, no worries. Of course I'll speak with Kili and explain. He practically counts the hours as the day of Fili's arrival draws nearer."

Dís remembered the encounter she had during her last visit, and asked hesitatingly, "Bilbo, may I ask...and forgive me if I'm out-of-line, but...is Kili betrothed to anyone? I only ask because the last time I was here, a lady told me he was betrothed to her daughter, and I wasn't sure if I should believe her or not."

The little curly haired man quirked his head with curiosity. "What lady? Kili is not betrothed to anyone! Thorin made it clear he would not make that decision for Kili unless an alliance became necessary between ours and another kingdom. What did this woman look like? Did she have raven hair, black as ebony? Fair skin with amber eyes?"

Dís gasped as Bilbo described the striking features of the woman she remembered. "Why yes! She was very beautiful, enchanting even the way she spoke with such elegant grace." Thinking about the moment she spoke with the strange woman, she recalled, "I don't know why, but...I felt an overwhelming feeling of peace in her presences. I had a vision of Víli as she walked away."

Trying to shake the memories of that moment, Bilbo took his friend by the arm to steady her. "That was quite strange. I'll tell Thorin, and we'll keep an eye out for her in the future. Well, then if you'll excuse me I know you need to prepare to play. I'll have a chat with Kili to assure him Fili is fine, and will return in the fall."

*

Seeing the dark haired prince curled into himself lying in the center of his oversized bed only made his step-father's heart break more hearing his quiet sobs.

Bilbo climbed onto the bed to rub Kili's back to comfort the distraught boy. "Kili, I know why you're so upset, but Fili didn't come with Dís today because he's very ill. He will return with her in the fall."

Kili wiped his eyes with the palm of his hand, and sat up feeling a bit embarrassed. "Really? I was afraid maybe he didn't want to see my anymore."

"Why on earth would he not want to see you? Did you two have a disagreement last time he visited?"

"No, it's just..." Kili's dark eyes searched Bilbo's for trust. "I kissed him, and told him I was in love with him. I don't think he feels the same for me, and I was afraid he'd never return."

Bilbo blinked a few times trying to process the information he just received. "Well, you are almost fifteen. I...I think maybe we should have a talk about..."

"Yes. Please." Kili knew what Bilbo was going to say, and wouldn't have wanted to have this conversation with anyone else, including his father. "I really love Fili, and would never want to do anything to hurt him."

The hours passed as Bilbo patiently and carefully answered ever question his step-son had until they were both satisfied.

Bilbo was about to close the bedchamber door when Kili called him back. "Bilbo, thank you. For everything. I miss my mother, but I'm very glad my father fell in love with you. I hope Fili and I could have the same relationship you two have someday."

The massive grandfather clock in the hallway and the smaller one in Kili's room simultaneously began to chime striking midnight. 

Holding the doorknob, Bilbo smiled gently, looking back at Kili still sitting there in the middle of his bed. The prince seemed so small with the weight of the kingdom lying on his shoulders as he was on the verge of becoming a young man. 

"Love is patient and kind, so don't be in hurry to rush it, Kili. Time is precious. The gears of the clock tick fast enough, and someday you'll wish for the pendulum to slow it's pace."

**Notes for the Chapter:**

> Preview Chapter Four: Fili returns to Kili in the fall assuring him all is well between them. 
> 
> Hope you enjoyed this chapter! I accidentally lost half of it, and had to do all over again or it would have been out sooner:/
> 
> Thank you all for your comments & kudos and returning to read!


	4. Chapter 4

**Summary for the Chapter:**

> Fili admits his fears to his mother concerning his love for Kili. Frerin receives a very special work order, and Fili and Kili are reunited at Thorin's royal birthday ball.

Upon arriving home in the morning, Dís was relieved to learn from Frerin her son was not ill, but not so pleased Fili lied to her, though she tried to be understanding after hearing why he did so.

“Fili, you should be ashamed of yourself! Kili looks forward to your visits!” Dís scolded.

Defending himself, Fili snapped back at her. “As do I too, Mother! Do you not understand how afraid and confused I am? I AM in love with Kili, and I fear the pain of losing him someday! You said yourself a lady told you Kili was betrothed to someone, so where would that leave me?”

“I’m sorry for being so harsh, dear. I didn’t mean to be." His young mother, bowed her head submissively. "I learned Kili is not betrothed.”

“He’s not?” Fili’s spirit lightened with the news, but it was short-lived. 

“No. I asked Bilbo about it, but he explained the possibility still remains that he could be someday. Even so, King Thorin may not give his blessing to a union between his son and a commoner.”

Dís could see the turmoil churning within her son, but he needed to hear the truth. "Because Kili has been your friend for so long, I think sometimes you forget who he really is, Fili. You must understand the reality of Prince Kili’s destiny. He will be the ruler our kingdom someday, and whom he chooses to wed will be expected to stand by his side to also share in that responsibility with their own set of duties.”

Fili sighed and closed his eyes. "This is what I fear! I’m afraid of the unknown, not knowing my own destiny! I’m afraid for my heart to break if Kili is forced to marry another, but I’m equally afraid of the responsibility if King Thorin allows our union!"

Taking her son's chin in her hand, Dís lifted his face to her own. "I advise that you remain only friends with the prince for now. Please do not act upon temptation! You're much to young to give yourself to someone in such a manner, and decisions of the heart should not burden you at such a young age either, Fili. There are many years laid before you, and so much could change."

~*~

“Dís, look what I received!” Excitedly, Frerin held out the letter written on the finest parchment stamped with the royal seal of Erebor. 

Glancing over the letter, Dís began to smile. “Frerin, this is wonderful indeed!”

“Such an honor to build one of my clockworks for the king! Thorin will be pleased with Bilbo’s gift to him, I’ll make sure of it!” Frerin beamed with pride.

“I have no doubt, Brother!” Dís said cheerfully, handing the letter back to him.

“Well then!” Frerin straightened his jacket, and placed the letter carefully on his desk there in the parlor. “I best get to work immediately if I’m to complete such superior work to gift the king in the time I've been given!” 

The ecstatic young gentleman flipped on his hat, and was out the door before Dís could stop him. “Frerin! Wait! You forgot your umbrella!”

Raindrops began to fall a bit heavier, splashing against the cobblestone street. In his haste Frerin wasn’t bothered by it in the least. He was half way to his shop before he realized how soaked he had become forgetting his umbrella. He was too excited to begin work on the king's gift to care about anything else at the moment. 

The king’s consort, Bilbo had ordered Frerin to build one of the finest, most magnificent clockworks he could manage to set in the grand ballroom as a gift from himself to his husband, King Thorin for his birthday. The clock would be presented to Thorin at his royal birthday ball in mid-autumn. 

"What's going on, Mum?" Fili hopped down the stairs to see what all the commotion was about. 

"Bilbo sent an order to Frerin to build a clock for his majesty as a birthday gift from him for quite a sum of coin! Frerin was so excited, he's already left to start work on it!" Dís giggled giving Fili a hug.

"That is wonderful! I shall stop by later to congratulate him, and see how he's doing."

"Oh, please do! You could take him some lunch. I'm sure he'll forget to eat if he isn't forced to stop working! You know how he is." 

With a knowing grin, Fili nodded, and walked over to pick up his violin. "I'm going to practice in my room before then." 

Dís hesitantly asked, "Could you play for me? Please?"

For all the years Fili had played his violin, he still detested playing for anyone including his mother. The act of playing his instrument had become rather personal for him. An escape from his daily life, and of things that troubled him. When people asked him to perform for them, it became a chore, not something he enjoyed for he was shy about his gifted talent. 

"Mum...you know I..."

"I know. You've told me. I hoped someday you would want to perform like I do. Given you have been graced with such talent, and everyone praised you so, I thought..."

"Maybe. Maybe someday I'll get over it. But I still feel awkward playing in front of people." Fili turned to go upstairs. "I'm sorry, Mum. I never meant to disappoint you."

"You would never disappoint me, Fili. I just want you to be happy with your decisions." Dís watched her son go up the stairs, and waited silently to hear the beautiful sound of his violin. She could always learn what emotional state he was in by the tone of the music he played. As the bow was drawn skillfully across the strings, a light smile graced her face. _'My precious sunshine! He is joyful and content on this grey, rainy morning!'_

~*~

The months flew by, and Frerin worked feverishly to complete the largest clock he'd ever built. Not only was the clockwork tuned to perfection, he had carved ornate detail into the cherrywood cabinet turning his grand clock into a work of art. 

There were few people around with carriages large enough to deliver such an immense parcel. With the clock wrapped and packaged to protect it on its long journey toward its destination across the lands, Frerin road along with the carriage driver he hired to ensure his masterpiece would arrive at the castle on time and unscathed.

*

Arriving at the castle, Fili had just made his way out of his carriage when he saw Kili pushing his way through everyone to greet him. One look at the prince, and Fili's jaw dropped. Had half a year really changed them so much? Kili had grown even taller, and both young men were sporting sparse, stubble beards. 

Kili controlled himself not to knock Fili over with his usual over zealous greeting, opting to stop and let Fili greet him with a courtesy bow, as Dís curtsied before her royal prince. The brunet returned their gesture with a slight bow of his head. 

"Mistress Dís. It is lovely to see you again!" The dark haired prince spoke in voice much deeper than last they'd met. 

"So nice to see you again, Prince Kili!" The lady violinist gave her son a wink as she went on her way. 

Turning his eyes toward her blond son, Kili lit up with a bright smile seeing how Fili couldn't stop grinning at him. "I missed you, Fee!"

"I missed you too! I'm sorry I didn't make this past summer." Fili was glad to see his friend's smile hadn't changed. If anything, it only seemed more joyful than ever.

"It's alright. I understand, you were ill. You're here now!" Kili looked around seeing most of lesser guests, had already gone inside. He would be expected to greet their noble and royal guests at the front of the castle soon. "Come with me, please?"

Fili followed his friend through the commoner's entrance, winding their way around through the majestic halls of the castle toward the royal living quarters all the way to Kili's bedchamber. The door had barely latched close, and the dark haired prince had Fili locked in his embrace, claiming his lips in a heated kiss.

"Oh, Fili, how much I've missed you! I couldn't wait to kiss you like this again!" Fili squeaked as he felt a hand slip beneath his waist coat to give his arse a squeeze bringing their bodies closer together. "I love you, Fee! You've had much time to think. I must know...do you love me?"

Feeling the warm breath of his friend grazing the shell of his ear, Fili answer breathlessly without thinking. "Yes! I love you, Kili!"

Kili pulled back and smiled biting his lower lip. "I've waited so long to hear you say that!" Fili shyly looked away, then back again with an equally giddy smile. Their love was innocent and pure.

With a knock on the door, Kili knew it was his personal servant, Bofur calling him down to prepare to meet their guests. "Father told me I was old enough to attend the ball this year, and he insisted on it being his birthday and all. Would you accompany me to the dance?"

"Are you sure?"

"Of course I'm sure! You're properly dressed, and the more time I get to spend with you the better! I want everyone to know how much I love you!"

Bofur opened the door waving them out. "Come along lads! The guests will be arriving soon, and your father has been looking for you, Prince Kili."

"Fili's going to dance with me tonight, Bofur!" The young prince's smile couldn't have grew any wider as he threw an arm around his friend giving him a side hug. 

Bofur was thrilled to see how happy his charge was for the first time in so long, but worried it wouldn't last. "Have you asked your father about that?"

"Why? He doesn't have to dance with him!" Kili quipped as he took Fili by the hand pulling his along passed his personal servant. 

Bofur rolled his eyes, and shook his head watching the boys walk down the hallways before him. "Aye! It's gonna be a long night!"

**Notes for the Chapter:**

> Preview Chapter Five: The boys come to an agreement about their relationship, and Frerin has an encounter with a certain bewitching lady.
> 
> Thank you all for the comments & kudos! I appreciate everyone stopping by to read!!!


	5. Chapter 5

**Summary for the Chapter:**

> Fun at the party and Fili and Kili dodge Bofur in order to be together.  
> Frerin has an unsettling encounter with a female, and Fili and Kili come to a sad agreement.

The grand banquet hall had come alive as the chamber orchestra played over the sounds of clinking crystal goblets, silver on china, and joyful conversation and laughter. King Thorin’s royal birthday feast was under way with guests enjoying various delectable dishes of fish, fowl and boar, glasses overflowing with the finest wines and champagne imported from Rivendell, and decadent desserts promised to be memorable awaited on gorgeously decorated long tables. 

Scanning the large banquet hall for his friend, Prince Kili sat next to his father, mindlessly shoving his food around his plate with his fork. At the far end of the room Fili sat sipping fruity red wine next to his uncle, Frerin, staring at Kili. Eventually their eyes met, and with the looks they shared it was obvious they both were anticipating the moment they would be together again. 

It didn't take Thorin long to notice the flirtatious looks his son was flashing his friend from far across the grand hall. 

"Kili, please." 

"We're just having some fun!" 

"Have some dignity, and mind yourself in front of our guests." 

"Father..." Kili sighed. "I'm finished eating. May I please be excused? I'd like see Fili now, please." 

"Certainly, but first..." Thorin motioned for Kili to stand close so he could speak to his son in private. "When I said mind yourself, I meant no public displayed of affection toward your friend...or in private either, for that matter. Do you understand?" 

Trying hard not to defy his father's orders, Kili frowned. "Yes, sir." 

Thorin quirked an eyebrow. He could tell by Kili's look and response, his servant had his work cutout for him. "I've ordered Bofur to keep an eye on you two. Go on, and enjoy yourself for now. I'll expect you back after the feast to sit with me during the ballet." 

"Could Fili sit with me? Please?" Kili lightened.

Being in such a joyful mood, Thorin laughed. He couldn't resist his son's pleading eyes. "Of course! I don't see why not!" 

*

As the feast began to wind down, Bilbo walked with Dís to her dining table to greet Frerin. Even though Frerin knew Bilbo long before he had become the king’s consort, he became nervous in his presence, but the nobleman quickly put his mind as ease. 

“M’Lord Baggins, I was honored to receive your request for work! Have you had a chance to see the clock?”

“Indeed I have, Master Durin! You have surpassed all expectations with your superb work! Here tonight everyone from kingdoms all around will know your name, and I’m sure work orders will soon be flooding your shop!”

“Thank you, M’Lord! I appreciate your kind words, and for giving me such an opportunity to showcase my life’s work. It’s all I’ve ever wanted to do.” Frerin linked his arm with his sister as she patted him affectionately, thrilled to see him so happy and proud. 

“We’re about to move to the ballroom. After Thorin has greeted all his guests, there will be a short ballet performance, then I’ll present his gift.” With a nod, the little man took Dís’ hand to place a light kiss upon it. “Thank you all for joining us! I look forward to hearing you play some more, Dís." 

Dís hesitated to ask, but she couldn't resist. "Play with us!" 

Caught off-guard by the request, Bilbo questioned if he'd heard correctly. "Wha-what?" 

"Play with us, Bilbo! It's been so long since you played your violin with us, it would be a special treat for Thorin to hear you play again! I miss your company beside me as well." 

The curly haired man puffed up his chest, and graciously accepted his friend's offer. "Well, I don't see why not! It would be fun, and I'd love to play alongside you again too, Dís! You're the finest violinist I've ever had the pleasure to perform with!" 

Kili ran up to greet Fili and the others just as Dís spoke without thinking, spilling her son's secret before their royal hosts. "Then you should hear Fili play sometime. He has become quite an accomplished violinist in his own right!" 

Fili paled as his jaw dropped, "Mother!" 

Kili grinned fiercely. "Yes! You should play for us sometime!" 

Dís felt awful realizing her unintentional mistake. "I-I'm so sorry, dear!" 

He didn't meant to run away from Kili, but Fili had to get away from this conversation before he was ordered to play for anyone. Kili ran after his friend, catching him in the main hallway outside the ballroom. 

"Fili! Wait! Why'd you run away?" 

The blond's blue eyes were filled with anxiety, and embarrassment. "I'm sorry, Kili. I was afraid Bilbo might ask me to play in front of everyone, and I-I can't! I can't play for anyone, but for myself! Please don't make me go back in there!" 

Kili couldn't understand why Fili was making such a big deal out this. "I won't. If you're as talented as your mother believes you to be, why are you so afraid to play for anyone? Are you that talented?" 

"Yes. I'm shy about it, and playing is personal for me. I lose myself in the music when I want to escape the reality of my life or what troubles me." 

Kili slipped his arms around his friend's waist pulling him close. "You wouldn't even play for me?" 

A tiny smile began to creep along Fili's lips. "I don't know. Maybe someday I could make an exception and play for you." 

Just as Kili was leaning in to kiss Fili, they heard someone clearing their throat gaining their attention. "Stop right there!" 

"Bofur!" The prince whined at his servant. 

"Your father gave me orders! No kissin' your friend, you hear me?" Bofur stood his ground, but quickly realized the night was young, and so was his horny teenaged charge. He had better be on his toes if he was to keep these two from getting into trouble. 

*

Perched on the royal dais of the grand ballroom, Kili pulled Fili into his plush chair to sit with him seated beside the king. It was intimidating at first, Fili thought, but Kili entwined their fingers to hold his hand making him feel welcome in this seat next to his royal friend. 

Kili laughed knowing how nervous Fili was, trying to calm his nerves. "This is the best seat in the ballroom, Fee!" 

Fili began to feel more comfortable being there with his prince. "Indeed, it is! You can see everything from here!" 

Turning his head to catch Fili's eyes, Kili whispered, "I meant because you're here so close to me. I will kiss you later, Fili. We'll find a way to be together before you leave, I promise!" 

The ballerinas took their place on the ballroom floor and began to dance as the music filled the air. Fili lost himself in the beauty of the music and graceful movements of the dancers. 

"They're beautiful." The blond breathed quietly without realizing he had commented out loud until Kili replied as he waggled his eyebrows, "Yes, they are, and you would be just as beautiful wearing those tights dancing for me!" 

Turning shades of red, Fili stammered, "I-I could never dance like that." The brunet just hummed watching his gorgeous friend admiring the dancers. 

When the performance was over, Bilbo took the opportunity to unveil his magnificent gift for Thorin. The king was thrilled with his gift, and so very impressed with Frerin's work, he met personally with the clockmaker to praise his artistry, promising he would be sure to order more clockworks from him in the future.

Kili fidgeted in his seat until Thorin released him of his royal duties. “I know, I know! You’re looking forward to spending time with Fili. Go on, and have a good time, you two!” Thorin was in such high spirits enjoying himself, he wanted everyone, especially his son to have fun too.

The orchestra began to play for the guests to dance. Standing at the edge of the ballroom floor, Fili looked shyly up at Kili as the prince took his hand. "Will you dance with me?"

"Only if you lead." Fili took his partner's other hand as the prince spun themselves further onto the ballroom floor falling in sync with the other couples twirling about the room. 

"You're quite a good dancer!"

"I'm only following your lead. I wouldn't know what to do without you!" Fili was serious, but they laughed embracing this memorable first dance together. 

Keeping their eyes fixed on one another, it was as if no one else in the room existed but for themselves. So many young ladies watched the couple with jealous eyes, fanning themselves at the sight of the young prince sharing this moment with another handsome young man. 

"I do love you, Fili. I'll miss you this winter."

"It will be long and cold without you." 

The second Bofur was out of sight, Kili ran from the ballroom pulling Fili along. "Come on! Hurry before Bofur sees us!" 

Once again, just as Kili thought he had Fili alone, Bofur tapped him on the shoulder. "Eh, hehm..." 

The prince rolled his eyes, and sighed without a word taking Fili back to the dance floor. "We're going to have to out-smart him some how!" 

As the evening wore on and the clock ticked away, Kili grew anxious knowing soon his friend would be leaving again for another six months. "Could we go to my bedchamber, Fee? I want to spend sometime alone with you before you must leave." 

"Please." Fili thought he knew what his friend had in mind. "I really want to kiss you again too."

The dark haired prince gave his friend a devilish smirk. "I have something else in mind." Looking around for Bofur, Kili had an idea that worked like a charm. "We'll split up. I'll go out the north door, and you leave through the west wing. Keep moving until you're sure Bofur isn't anywhere near, and we'll meet in my room!" 

*

Alone in the prince's bedchamber lying naked on silk sheets beneath blankets of fur and his dark haired friend looking down at him, Fili trembled under Kili's touch as they kissed. They wanted more feeling their bodies pressed together with hot flesh grinding into one another. Sweet kisses became more needy, and fingers that grazed lightly over soft young skin began to caress a bit deeper digging into tight muscles as both lovers drew soft mewling sounds that turned into lustful moans, panting and writhing as their adolescent desires were met, sliding their stiff erection together until one then the other came, releasing their seed grasping onto to one another. Panting, slowly coming down to revel in this blissful moment sharing their first intimate moment, leaving their innocents behind, they continued to hold their embrace. 

"Oh Kili...I never imagined doing this would feel this good!" Fili grinned unabashed. 

"Agreed...that was truly the best feeling I've ever had! Maybe someday when we're older we could do more." 

"Much older. I'm more than satisfied with what we've done." 

Kili kissed his lovers golden curls pressed against his forehead. "I love you, Fili!"

"I love you, Kili."

Lying together with entangled limbs, the prince pulled up one of the furs to cover themselves as Fili shivered. "I don't know how I'm going to survive half a year away from you."

Fili and Kili were just getting cozy when they were startled by the rapping on the door. "Kili! Prince Kili! Your father is looking for you! Open this door at once!" Bofur had a feeling he should have trusted his instincts to keep a closer eye on the boys.

"Quick! Get dressed!" Kili whispered as he bolted from the bed throwing some clothes in Fili's direction as he tried to dress himself. 

Growing impatient, Bofur started to pound on the large wooden door again just as it flew open. "What's going on in here? What were you two doing?" 

With guilty eyes, swollen lips, rumpled clothing, and tousled hair, the prince's personal servant didn't need an answer to know what the teens were up to. "Straighten yourselves, and go to your father this instant! He's been looking for you."

The boys gave each other a side look as Kili asked hopefully, "You're not going to tell my father about this, are you Bofur? Please?" 

Bofur's brown eyes soften. "No. I won't tell. I was young once, I understand. But you must promise me, this will never happen again!"

With nods and promises, the boys made their way back to the ballroom so Kili could see his father, and Fili went to find his uncle after his mother asked him to do so.

*

Frerin had stepped onto the balcony off the ballroom to go outside to get a breath of fresh air away from the crowds of people. The muffled sounds of music and laughter could still be heard, but it was much quieter outdoors as he gazed out into the star lit night.

"What is a fine, handsome man like yourself doing out here all alone, hmm?" Caught off-guard by the sultry female voice, Frerin whirled around seeing the alluring raven haired woman slinking toward him.

"I'm sorry, I didn't see anyone out here, I didn't mean to intrude." 

He barely got the words out, and the woman with the mesmerizing amber eyes had slipped her hand around his neck pulling him against her body as she whispered across his lips, "I know what you want, Frerin. I know you desire me." 

Frerin lost himself to lust, wrapping his arms around the woman, touching her everywhere. Passionately they kissed as she undid his trousers and slipped a hand down to grasp his manhood. He gasped and pulled back to look at her. "Mira? It can't be!"

Standing there in his arms smiling with love sparkling in her eyes was his beautiful blonde, blue eyed fiancée who had passed away many years ago just days before their wedding day. "I miss you, Frerin!" 

Suddenly the sounds coming from the ballroom grew louder as Frerin blinked, hearing his nephew's voice coming from the doorway. "Frerin? Are you alright?"

Fili tried to find reason why his uncle was standing there with his arms out as if he were holding someone with his trousers undone. Frerin quickly snapped back to reality from his trance, and pulled up his trousers. "I-I'm fine! Fili? Did you see anyone out here? A woman?"

Fili looked about before staring quizzically at his bewildered uncle. "No, no one was out here, nor did I pass anyone on my way out. Are you sure you're alright, Uncle?"

Frerin shook his head. "I'm not sure."

"Mother's looking for you." After Fili got his uncle inside to Dís, he went off to find Kili again.

Looking toward the dais where King Thorin was standing there speaking with one of his guests, Fili still couldn't find the prince until he was about to walk on. There on the dance floor, Kili was waltzing with a lovely young lass about his age with hair as dark as night. They were laughing and smiling with as if they had been best friends their entire lives. 

It was a sickening feeling Fili felt wash over him as his heart dropped being struck by jealousy. It was an innocent dance, he tried to tell himself not to make anything of it. He and Kili shared a very intimate moment less than an hour ago, and the prince told him he loved him for goodness sake! 

When the music stopped, Kili bowed and the lass curtsied to one another. Just as the prince turned to walk off the ballroom floor, he smiled seeing Fili standing there. "Come with me! I want to introduce you to my friend."

The raven haired lass curtsied before the blond as Kili made introductions, "This is Fili, my best friend!"

"Nice to meet you, Fili!" 

Fili locked eyes with the girl. There was something strangely unnerving, and familiar about her amber eyes. 

"This is Lady Dahlila! Her mother is the ruler of the northern shores of Stormbreaker Coast!"

Fili nodded in acknowledgement as he dryly stated, "My father died there."

Dahlila's eyes shifted from Fili as she tipped her head at the prince, "If you'll excuse me, I must find my mother now. Thank you for the dance, Prince Kili!"

"You're welcome! Thank you, it was nice to meet you!" Kili gave her a little wave and looked back to find Fili not so amused, watching him. "What's wrong, Fee?"

"Do you like her?"

"Yes! She's nice! Wait...you're not jealous, are you? Because you have nothing to be jealous about. I love you, Fili." Kili didn't care who saw them, he didn't care if his father saw them. The dark haired prince leaned forward and took his friend into his arms and kissed him without regard of their surroundings. "I want to make love to you someday, Fili, I want to make you mine. Will you marry me?"

The blond blinked as the grand clock struck midnight. "Please don't say that, Kili. I don't want my heart to break if that would never come to pass." 

Kili thought about what Fili was implying, and he understood. "I know we're young, and things could change. I just know how I feel about you now, and I never want for us to be apart!" 

"I never want to be apart from you either, but...we shouldn't _do_ anything together anymore either." The more Fili thought about how bonded he already felt with Kili, it scared him. "In fact, as much as it hurts...maybe I shouldn't come back here at all until we're much older."

Kili blanched at the thought. "What're you saying? You don't want to see me anymore?" 

Fili shook his head. "No, it's just...it's hard for me to know there's a possibility you will be forced to marry someone else."

"I'd never let that happen!" Desperately Kili tried to hold on to Fili as he tried to pull away. 

"You don't know that, Kili! You're a prince with responsibilities to your kingdom! Someday when we're older, when you know you're not committed to marry someone else, if you haven't forgotten me and you think you still love me, ask me then with true love in your heart, and I'll be yours forever!" 

It was a sad but necessary decision Fili proposed on behalf of his own sanity as he waited until Kili agreed before he turned away to leave knowing it would be the last time he would see his friend, the one he loved more than anything, for many long, lonely years. 

**Notes for the Chapter:**

> Preview Chapter Six: In their separate worlds, Fili and Kili are growing up.
> 
> As always, thank you all so much for all the comments & kudos, and for stopping by the read! :)


	6. Chapter 6

**Summary for the Chapter:**

> In their very different worlds, Fili and Kili are growing up facing their futures with uncertainty.

Days before King Thorin’s annual spring ball, Kili had become increasing withdrawn. The past six months since he last saw Fili seemed longer than usual knowing his friend would not return to him in a few days. Bofur brought his meals to his room, staying with him for company, and long enough to entertain the young prince with jokes to keep his spirits up with a bit of laughter.

On the day of the ball, consumed with thoughts of Fili, Prince Kili refused to leave his room. Even his father couldn’t talk him into joining the festivities, and would never order his son to join them knowing the sad emotional state he was in. Thorin assumed it would take time for him to adjust to the fact he would not see his friend again for a few years which surely felt like an eternity. 

From high above in his bedchamber, Kili sat on the velvet pillows of his window seat to watch his father’s guests arriving in their fancy carriages below. Everyone looked so cheerful as they always did ready to greet their king. He was late in seeing the performers arrive, but assumed Fili’s mother was already somewhere in the castle. 

Late in the evening, listening to the clock pendulum ticking away minutes waiting for the hourly chimes, Kili made the decision to dress and venture to the grand ballroom to make a much welcomed appearance for their guests. Thorin smiled gently not to draw attention to his son’s previous absence, giving him a nod of approval.

It wasn’t long before the young prince caught the eye of the lady violinist. Dís was very happy to see Kili taking his seat alongside his father on the dais. At first he felt sad seeing her being reminded Fili wasn't there, but at least he would have the opportunity to leave a message with her to take home to his friend. 

Just as he was crossing the vast hall to speak with Dis, a familiar young lady approached the prince with a graceful curtsy. "Prince Kili! I'm so glad to see you again! I was worried you had taken ill or something since I hadn't seen you this evening."

"Rest assured, I am well, thank you for your concern." Kili tipped his head politely trying to remember the lovely young lass. "Forgive my memory, but have we met before? You seem...familiar."

The mesmerizing amber eyes of the girl beckoned the prince to remember without a word. 

"Lady Dahlila, how could I forget! May I have this dance?"

Dís watched from across the room how genuinely taken with the girl Kili seemed to be. Twirling about the ballroom floor, the prince was smiling, and appeared to be having a good time. This was good, she thought. Thorin had told her upon her arrival how devastated his son was that Fili had made the decision not to return to the castle for some years. She knew how close their sons had become, but hoped for the sake of their friendship, this love they thought they felt for one another was just a passing phase. 

After the song ended, Kili wanted to speak with Dís before the evening ended knowing she would be gone again for many months. 

"Thank you for the dance, Dahlila. If you'll excuse me, there's someone I need to speak with."

"Of course, my prince. Thank you for the dance." The smirk on her face was questionable at best. For the first time, Kili found her presence unsettling, as if she was up to no good. She stood in place watching him make his way to the blond lady violinist. 

Dís stood from her seat and laid down her violin to greet Kili with a proper curtsy and a beautiful smile. "Prince Kili! So glad to see you this evening!"

"Thank you. It's good to see you again, Lady Dís. May I ask, how is Fili?"

"Fili is well. I know how much he really wishes he was here with you tonight."

"I understand. He made valid reason for us to...distance ourselves...for now."

The prince's uncertainty of his words concerned Dís. "Maybe he'll change his mind and come with me later this year."

"M'lady, would you tell Fili how much I miss him, and I think of him often, and..." 

Dís couldn't help notice how the dark haired prince swallowed uneasy, brown eyes looking forlorn as he added, "that I still love him..." Maybe their _love_ wasn't a passing phase after all, and it saddened her to know how distraught Kili was over the absence of her son. 

Lady Dahlila stepped up beside Kili linking her arm with his giving the older female a look of contempt. "Prince Kili, would you like to join me for some refreshments?"

It was a plea for help, though Kili himself didn't know it yet as his doe eyes looked up at Dís through long dark eyelashes. "Please?"

"Of course, I will, Kili." Something felt wrong, but it wasn't her place to question the young royal as he walked away with the strange girl that was now staring backing at her.

Just as Dís began to take her seat, her eyes locked with the enchanting amber eyes of Lady Dahlila. All she could see and hear were frightening battle scenes of humans and demons being slaughtered, then a whisper echoed over the scene of a broad sword slicing through her warrior husband, Víli, striking him down where he stood, fighting next to Thorin, _'An eye-for-an-eye in time.'_

The vision ended abruptly, and the festive sounds of the party flooded her ears causing Dís to fall into her chair and gasped, clutching her heart. One of the other musicians caught her, helping her onto her seat properly, holding her trembling hand. 

"My dear! Are you alright?"

Staring into the void, she shook her head trying to catch her breath, feeling quite dizzy. "No...I don't know what happened! I feel very strange. As if I just woke from a nightmare with an overwhelming sense of sorrow from something that once was, and fear for something has yet to pass..." Dís held the man's hand with a tighter grip remembering the brief moment of terror. "An omen of losing something very precious to me..."

~*~

Lazy summer days were the best, Fili thought as he tried to make the most of the few days left before school would start again. Lying beneath a shade tree reading from one of his favorite poetry books, he began to drift off to sleep as images of Kili began to form behind closed eyes. Fili grinned in his sleep envisioning Kili's infectious smile, hearing his cheeky laughter. But when a vision of Kili's look of disappointment appeared, the sleeping lad awoke with a start. 

Running like a pack of wild dogs, Fili's friends found him, bringing him back to earth. "Come on, Fee! Let's go swimming!" They shouted. 

Watching them run off in the direction of the local pond, he knew this is exactly what he needed to lift his spirits. 

Was this where he truly belonged? What was he thinking? Could he really see himself living in the palace of Erebor, rubbing elbows with royalty? What would the king think of his son wanting to marry him? Not only a commoner, but a man. "Maybe it was only a dream, Kili. But I don't want it to end. " 

*

It had been a typical day of swimming and horseplay with his three best friends, followed by a trip to Bombur's bakery. 

"C'mon guys! I think Bombur's baking apple pies! You know he always gives us a taste of anything he makes!" Fili darted ahead of his friends as they followed the scent of fresh warm cinnamon and apples all the way to the village bakery. 

To their surprise, the baker wasn't baking apple pies, but a new pastry he had created of his own recipe. Bombur's eyes lit up as he saw his four favorite customers leaning on the counter. 

"You're just in time, my lads!" Handing each one a simple, delicate little apple pastry coated in cinnamon sugar drizzled with carmel, the boys' mouths began to water. "Taste these, and tell me what you think!" 

After a quick sniff to indulge in the sweet aroma, Fili and the others quickly popped the little puffs into their mouths, and hummed with delight. "Bombur! These are the best pastries you've ever made!" With nods of agreement from the other three, Bombur beamed from ear-to-ear. 

"Be sure to tell your mothers about them!" The proud baker said with a wink. 

"We will! Thanks Bombur!" The boys said, and were on their way in a flash. 

Walking down the cobblestone street toward Fili's house, one of the boys pointed at a neighboring home. "So Fili, what do you think of Felicity?" 

The blond teen shrugged his shoulders without missing a step. "She's nice enough, I suppose."

His other friend gave him an elbow nudge, and teased, "I hear she fancies you! I'm quite jealous, you know! I've had eyes for her for years." The boy sighed resigning to the thought he could never win the heart of a lass that was smitten with Fili. Seemed as though Felicity wasn't the only lass in their village that fancied the handsome young man. 

"I've heard Eleanor wrote a poem about you!" The third boy snickered, making Fili blush. 

"Shut it already!" Fili snapped at his friends. "I'm not interested in anyone!" Running ahead of his friends to enter his home, he could still hear them calling after him to apologize, but he didn't care. It might have been all in fun, some good old fashion teasing, but the teen wasn't in the mood. 

*

Riding through the forest near the castle, Bofur called for the guards to stop so they could rest before heading home. Kili hopped off his chestnut horse and hitched her reigns to a trees. Admiring the collection of pelts he'd earned from his skilled hunting made his chest swell with pride.

"I think I did quite well today!" 

Bofur finished hitching up his stead, and examined the stack of pelts strung over the back of Kili's horse. "Fine, indeed! Your father will be proud!" Seeing the lad smiling and so proud of himself made the royal servant's heart sing. "But then, your father is always proud of you, lad." 

The prince pressed his lips together letting his bright smile fade. "I don't feel he has been so proud of me as of late. I feel I've become much more a disappointment than anything." 

Many days the king had expected his son to join him for important meetings with leaders of neighboring lands, but Kili's refusal to fulfill his royal duties exasperated his father. 

Treading the subject lightly, Bofur handed the young man a leather wine skin. "Forgive me, my prince for it may not be my place to say, but you're not a young lad anymore. Balin says you've done well with your studies, and it is time you take your place next to your father, and show everyone what a fine leader you shall be someday." 

Kili took the skin from his servant, and downed a bit of the fruity dry wine. "Maybe being _king_ isn't my destiny. Maybe **I** want to decide what is best for myself!" he spat. Growing up royal was becoming a living nightmare for the once free-spirited young man. 

Bofur knew his place, and quickly changed the subject to eventually draw laughter from the prince once again as they headed home. 

*

Late in the day after supper, Dís handed Fili a small basket. "Fili, could you take this to Frerin for me, please? If I don't send that man some food, he won't stop to eat at all!" 

"Yes, mother! I've been wanting to see what he was working on anyway." Excitedly Fili took the basket, and kissed his mother on the cheek. "I won't be late, I promise!"

While on his way to his uncle’s business, he was joined by the chipper young lass that lived a few doors away. Her long chestnut curls bounced as she walked faster to keep up with him. 

Her eyes where as bright as her brilliant smile, but she talked and talked, until the chatter was too much for Fili to bear. “Felicity? Forgive me, I do not wish to seem rude, but I have a lot on my mind at the moment, and would prefer to be alone.”

Suddenly the girl stopped walking as fast as she stopped talking, and gave Fili a very pouty look. “Oh. I’m sorry.”

Rumors his friends spoke of about the pretty lass being rather smitten with Fili turned out to be quite true. He was sure she would be upset, and run away, though he didn’t wish to hurt her feelings. He honestly wanted to be alone on his long walk to his uncle’s shop.

“No. I’m sorry. I do hope you understand, I didn’t mean anything by it.”

“Thank you. Maybe we could go for an evening walk later on?” Twisting a few curls around her finger nervously, the girl grinned feeling relieved. “I really like you Fili!”

Before Fili could respond in any way, the little lass stole a kiss and never looked back as she ran all the way back to her home leaving the young man standing there gaping like a fish out of water. “Girls…” He muttered, and went on his way.

*

Fili sat at his Uncle Frerin’s workbench intently observing him work with the intricate metal parts which looked unlike any of the gears for watches or clocks he had ever seen before.

“What kind of a clock is that? It doesn’t even look like one.”

Frerin grinned. “That’s because it’s not a clock. I’m making a special gift for your mother for her birthday.”

“What is it?” Fili asked curiously inspecting the small, metal machine as his uncle carefully placed inside an ornately carved wooden box.

“It’s a music box!” Frerin stated proudly of his creation. “I perfected my skills enough to craft one on my own. I think Dís will love it, don’t you?”

“Yes! But she would love anything you made for her.” The cheeky little blond said before letting his mind wander. Hypnotized by the rhythmic ticking of the many clocks filling the tiny village shop, he could only think of one thing. 

Fili pulled an envelope from his pocket, and silently read over the handwritten letter inside. 

Frerin glanced at the boy a few times knowingly. “How many times are you going to read that letter from Prince Kili?”

“With all my heart, I want to believe him, Uncle. But my head says otherwise.” Fili folded the letter and slipped it back inside the envelope, placing it neatly into his pocket again.

"Do you want to share what is in that letter?" When the boy shook his head, Frerin knew that would be the answer though he'd hoped otherwise. 

“Does your mother know how much you love him? Because I'm under the impression she believes when the two of you mention _love_ , she thinks you're referring to being each other's best mate.” By the way those blue eyes shifted away uncomfortably, and the lad worried his bottom lip, Frerin felt the awkwardness, and returned to his work. 

"She knows. She chooses not to believe it so. I believe she thinks we're just children that are confused about our feelings." His uncle was the only person he felt at ease talking about such matters. It was much easier talking to Frerin, being a man an all. Well, most of the time. 

"I've heard our neighbor's daughter, Felicity has eyes for you!" A devilish grin spread on Frerin's lips. He couldn't help teasing his nephew in good fun, but he could also tell by the crossed arms and glaring looks over a furrowed brow, Fili wasn't so amused. 

“No. I'm not interested in her at all. She's sweet and cute, but...she's a...girl! And an annoying one at that." Fili picked up one of the small clockworks lying nearby to study the gears. "I am in love with Kili."

"You're sure what you feel for Kili is real? You would prefer the company of a..." Somehow the words caught in the man's throat realizing he was speaking to his young nephew of such matters. "You're sure you prefer boys over girls? I mean, you're only sixteen. And as far as I know, you've never been...close...intimate with a lass...have you?" 

"No. Just a kiss." This conversation was beginning to make the boy squirm in his seat a bit, keeping his eyes on the clockwork. Maybe it was best to keep his intimate encounter with Kili a secret from his uncle. "Frerin…I’ve made a decision.”

Curious of his nephews tone, Frerin turned his attention away from his work to focus on Fili once more. “And what decision would that be?”

“I haven’t told Mother yet, but I wish to finish my studies in Rivendell.” 

This had come as a shock. They knew Fili wanted to go there the following year, but why the sudden decision to leave this year? “Are you sure? You'll be gone for at least two years if you leave now! We knew you wanted to finish your last year there, but two years? Your mother will miss you something awful!”

His uncle took the clockwork from his hand, and placed the wooden music box in its place. “I need to do this for myself. A distraction, if you will.”

“To keep your mind off Kili? Is that a good enough reason to leave us?” Frerin turned the key to wind the gears, and the metallic pieces began working together to fill the air with a high pitch lullaby. 

“It’s more than that. I’ll receive the finest education, and I promise to continue playing the violin. Playing is the only thing that keeps me sane. I'll never want to stop playing. Music is certain, and always there for me no matter what.” As the song played on, Fili could see his uncle was doubtful of his reasons to study so far from home, but Frerin couldn’t argue the education he’d receive would be by far the best he'd receive in all the lands.

“Frerin, you know I don’t like not knowing what the future holds for me.” The little blond turned the music box key once more to keep the music playing. 

“No one knows what their future holds, Fili. You can't plan for everything. Think of it this way. Life is like reading a book. You never know what the next chapter will hold until you turn the page, right? Each day is unknown as we open our eyes, and step out of bed. Some days are filled with grand surprises, and other days may challenge our strength. But we keep moving forward through the good and the bad to find out how the story unfolds, don't we?”

Pondering this thought to the ticking of clocks and the slowing tines playing out their last notes, Fili frowned. “This has been so hard for me. I’ve always struggled with making decisions. I'm so afraid no matter what I decide, it'll be the wrong decision!” 

Frerin let out a deep breath feeling Fili's frustration. "See all these clocks? See this music box? It took me years to hone my skills to become the renowned artisan that I am! I failed quite often! But, we learn from our mistakes, Fee. If you fall, you must get up and try again." 

"Failure is not on option for me, Frerin." Fili took note of the concerned look his uncle gave him. "The only thing I know for certain is, I want to live the rest of my life with Kili. But until we're old enough for that to happen on our own, I feel it is best I go away to focus on my studies to save my sanity from worrying whether or not we'll be together someday. Because I fear King Thorin will wish for Kili to marry for an alliance or at least a woman to produce an heir, and will not approve of us being together, though from Kili's letter he doesn't seem to care what he thinks. I don't know what to do." 

The way Fili's mind was bouncing back and forth, wanting to leave, wanting to stay, wanting Kili, wanting to remain so far removed from the prince. The turmoil within was too much for the young man to deal with. Fear of the unknown and letting go is what frightened him the most. 

"No one can make that decision for you." Trying to lighten the mood, Frerin smiled placing a firm, but gentle hand on his nephews shoulder giving it a little squeeze knowing what Fili's decision would be. “Whatever you decide, could you wait until after your mother’s birthday to tell her, please? She wasn’t expecting you to leave for Rivendell so soon.”

~*~

Bilbo came knocking on Kili's bedchamber door with a servant delivering tea. Whenever Bilbo came to his room with tea, Kili knew he wanted to have a serious talk. 

"Am I in trouble with Father, again?" Kili said uncaring, taking a seat with Bilbo at his small table for two. 

Gentle as always, Bilbo poured the water for them both, and grinned. "We're concerned about you, Kee. Your father is upset with you, but he's trying to be understanding. You've always been able to speak with me about anything. Tell me what troubles you...please?" 

"I can't stop thinking about Fili. My heart is broken that he won't come back to see me until he knows for certain I won't become engaged to someone." Kili placed the tea cup to his lips and mumbled, "Against my will." 

"I'm sorry, Kili. That is the price of being royal." His stepfather honestly couldn't find anyway around this subject to ease his troubled mind. 

"If I'm forced to marry someone, it wouldn't be good for anyone involved! I would refuse to sire an heir with my wife, and would fear my Fili would be charged with treason for having an affair with me. So tell me, Bilbo...what do you suggest?" As Kili thought, Bilbo didn't know what to say. "It's exhausting to know my future has already been planned for me. All I ask is the one thing I want more than anything for myself, is the one thing Father cannot promise me." 

Life as the heir to the throne of Erebor wasn't anything like the sweet fairytales the children of the land imagined. With weapons training, learning war tactics, all there was to know about their history, and how to deal with other leaders and trade dealings as well as the issues the commoners brought to their attention. It was all more than Kili ever thought or wanted to face in his future. The prince was rebelling, and his demeanor was turning darker with every passing day. 

*

The first days of school were fast approaching, since Fili thought about leaving home, changing his mind from week-to-week of what he should do, but at last he made his final decision. 

The long, sweltering days of summer were giving way to longer, cooler nights. Sitting alone at a desk near a window in his candlelit bedroom, Fili read over the parchment lying before him. With a shaky hand, he dipped his quill into the inkwell, and signed his letter to Kili. 

Fili knew he would be long gone on his journey to Rivendell by the time his letter reached the Prince of Erebor. It had been a very difficult decision, but the boy felt at his age, his mind should be occupied with learning, and little else. On his return in a few years, he would be ready to face Kili again. 

Placing the letter in an envelope, Fili sealed it with wax from his candle, readied himself for bed, and blew out the burning flame. 

Even in the dark of night, the ticking of the clock on the wall never slowed. Only time would tell what fates awaited them. 

**Notes for the Chapter:**

> Thank you for any comments, kudos, or stopping by to read!


	7. Chapter 7

**Summary for the Chapter:**

> Fili is content to remain in Rivendell, and though Kili accepts his absence, he's determined to see him again.  
> Learning Kili's true feelings for Fili throws Lady Dahlila into a rage having to revise her devious plan.

The moment Fili arrived in Rivendell, he could _feel_ something magical in the air. Surrounded by breathtaking tranquil beauty, he couldn't resist feeling complete relaxation for the first time in ages. The gentle flowing waters helped him focus every waking hour, and lulled him to sleep every night. 

Often Fili thought about living here forever. It wasn't that he had forgotten where he came from, or who his family and friends were, but here he found peace of mind, and surrounded by magic was exciting and delightful. The only thing that could make living here any better would be if Kili were here with him. 

_'Kili...'_

"Master Fili...are you listening to me? You have that far away look again. Please pay attention." 

Fili's posture straightened in his chair. "I'm sorry, Sir." No matter how hard he tried, he couldn't stop thinking about Kili knowing the prince should have received his letter by now.

Schoolmaster Lord Elrond studied his newest student with kindness and understanding. It wasn't the first time a new student found themselves daydreaming here. 

"Magic is a thing of wonder. An energy force unseen not that unlike love." The man's subtle raised brow, and grin caused his student to blush. "But keep in mind, magic can also be very dark and sinister." Lord Elrond spent many hours working with Fili, teaching him how magic works, both good and evil, and the history of the battle between man and demons. He also went into detail about how the master sorcerers of Rivendell learned the horrific method of siphoning mana from demons, draining them of their life essence just as so many humans lost their unfortunate lives long ago. They even perfected their own gifted magical abilities, and placed wards around their land to protect their people from evil ever entering. It was a virtual sanctuary from all fell creatures. 

"Then what you are saying is, if any of the fell beings tried to enter your lands, they could not?"

"Correct. It is impassable for them. Their skin would burn on contact. However, there were some evil beings that could use telepathy, and mind control. Those who possessed such advanced abilities could breach our wards." 

Fili's brow furrowed in question. "Telepathy? Mind control?" 

"Yes. We encountered evil faeries capable of entering one's mind putting them into a trance-like state to control their senses, deepest emotions, and thoughts, bending the poor soul to their will. A nasty business it is to fall under such a bewitching spell for it is very difficult to break." 

Memories of strange encounters with a mysterious woman, and the young girl Prince Kili befriended came to mind. 

"Lord Elrond? Do you believe every single fell creature was destroyed in the battle?" Maybe it was his overactive mind, but he would rest better knowing their world was a safer place without the vile demons. 

Unfortunately, Lord Elrond's reply couldn't ease Fili's concern. "The wards remain active to this day, Master Fili. You have nothing to fear while you're here." 

_Here_ was not his place of concern. 

~~~*~~~

A single tear stained the parchment held tight in Kili's shaky hand. "Rivendell. Fili's gone to school there. He's so far away from me now. He says he won't return to me for at least two more years, Bofur! I didn't think he'd really leave me this way!" 

Bofur let the distraught teen prince fall into his arms, and sob. Kili's heart was breaking feeling as though he'd never see his true love Fili again, and there was nothing his personal servant could do to console him.

With much sympathetic patience, Bofur was able to convince Kili, Fili's decision to live in Rivendell was to further his education, and time away from his family and friends would help him grow into a mature young man. 

"Too much time on my hands. Too much time to obsess with Fili not to be able to be near him at all. It was hard enough waiting to see him between our meetings." Kili's pouty look made him appear much younger, Bofur thought as the ticking of the clock never slowed. Their separation would be a test indeed. 

*

Weeks would pass before Fili would receive a letter from Kili letting him know how sad he was to have to wait so long to see him, but he would support his decision though he wished otherwise. His love for Fili could stand the test of time, making the day they would meet again all the more sweet. 

But after more than a year passed, dwelling on the thought Fili may never return Kili had the novel idea of traveling to Rivendell to make a surprise visit. Spending more and more time in the company of Lady Dahlila, she and Kili had grown to be close friends, and he entrusted her with his reckless plan to sneak away on a journey to visit Fili.

"What a splendid idea, Kili." Lady Dahlila reached for Kili's hand, giving it a light, friendly squeeze. "I know how much you miss your friend. Maybe you could use some company on your long journey. Where did you say he'd gone to further his studies?"

At first, Dahlila's suggestion to accompany him sounded appealing, but the way she was thumbing over his knuckles, and the strange flirty look in those amber eyes, Kili thoroughly thought it over. Fili wouldn't be so pleased. "Rivendell. I don't believe it would proper for you to travel so far alone with me."

"Rivendell?" Pulling back her hand as if she'd been bitten, a shiver ran up Dahlila's spine. "On second thought, you're right. My mother wouldn't approve...unless we were engaged."

Unsure if he heard his companion correctly, Kili blinked with concern. "Pardon me, but did you say _engaged?"_

With a pleasant, coy smile Dahlila gave a nod. "Mhmm!"

Kili bit his bottom lip hard trying to think of the most inoffensive way to respond. "Dahlila, I thought you knew...I'm _in love_ with Fili. That is why I have such a burning need to see him."

 _'Unfortunate,'_ she thought. How could she have been so stupidly blind? "Oh. I see. I had no idea. I assumed your relationship with that boy was merely a close friendship."

"Dahlila, I didn't mean for my affections for you to lead you astray. If you thought otherwise, please forgive me. Your friendship has been most welcome, for I have been so very lonely most of my life, and I enjoy your company. I hope this news doesn't change anything between us." 

This new information changed _everything!_

"No." The young girl feigned acceptance for Kili's honesty giving him a quaint smile. "My dear friend, worry not! I'm not going anywhere." 

~~~*~~~

Pacing the cold stone floor of Stormbreaker castle, Dahlila's rage festered. Years of planning foiled by that peasant brat that had stolen Kili's heart, safely hid away in Rivendell; The one place in this world she could not enter. How did she not see the love growing between those two after all these years of observation, learning what made them tick! The most difficult enchantment to maintain was controlling human _love._

"NOOOOO!!!!" She screamed, shattering vases, and mirrors. "I want Thorin to suffer as I have! Killing him is _too easy!_ I want him in agony, watching the slow demise of his family, and kingdom! I _will_ marry Kili, and I _will_ rule his land if it's the last thing I do!" 

It had been her deepest desire to destroy Thorin from the inside out for killing her husband, and in return for Víli killing her son, she wished more than anything to take Fili from Dís. With Fili gone to Rivendell, Kili was her only hope now to lure him back in time for her to complete her devious scheme.

The enraged faerie made her way to the rocky cliff overlooking the violent waves churning, and crashing below. In the dark of night, the moonlight illuminated the waves in silver, but in the depths of the sea a faint, foul green glow swirled. "As soon as I find the ley-line hidden somewhere in this forsaken land between here and Erebor, Thorin will pay for what he's done. I'll see to the return of my people. Every. Last. One of them." 

**Notes for the Chapter:**

> I'm sorry for the long delay in updating this story, but I swear it will get completed!  
> A huge thank you to anyone still reading after all this time, I appreciate your loyalty more than you know, and I can't thank KiliLover, and mina86 enough for your comments to pique my interest in getting a new chapter updated!


	8. Chapter 8

**Summary for the Chapter:**

> Thorin has a change of heart that will be short-lived once the dark fae creeps into his mind, and unfortunately, Kili is not immune to her enchantments either.

**Notes for the Chapter:**

> Dahlila apparently has a theme song! Long ago when I first began writing this story, I found this song that fits her perfectly, and has inspired her character ever since. I mention it now because it truly sets the tone of this chapter in particular - "The Devil Within" by Digital Daggers

Bilbo stretched, and patted his satisfied belly, thanking their servant clearing the dishes. "And please give thanks to our chef. He's outdone himself this evening. _That_ was a delicious supper!" 

Delighted in seeing his husband so content and happy, Thorin agreed wholeheartedly after indulging in a bit too much of the rich dessert. "Indeed! I must admit, I've had more than my share."

Noticing the food on Kili's plate had barely been touched, Thorin's jovial mood quickly dissipated in concern for his son. "What troubles you, Kili?"

Conspiring to slip away alone from the castle unnoticed seemed like a good idea, but thinking over the dangers of doing so had finally brought the young prince to his senses. "I miss Fili."

Simple as it sounded, Thorin could hear the underlying tone of sorrow. "He'll be home soon enough. Just in time for your eighteenth birthday celebration."

"Four months." Kili sighed, placing his cloth napkin on the table as he stood, and shuffled toward the door. "If you'll excuse me, I'm going to retire to my room for the night." 

"Thorin..." It pained Bilbo to watch Kili's moods change like the wind, and it worried him so. "What if Fili doesn't feel the same for Kili when he returns? I fear it would destroy him." 

"I don't think your fears will be met. Fili was quite smitten with Kili before he left. I doubt much has changed." Thorin mused. "I thought little of their relationship when they were young, but I see now Kili hasn't let go of his feelings for that boy. My wish for Kili had always been to wed a fine lady to bless us with many grandchildren to dote upon, and to have an heir of his own." Turning a sly grin toward his husband, he took the little man's hand into his own. "Looks like that duty will have to fall upon my cousin's son now. However, I will not allow Kili to deny his birthright, and royal duty as the crown prince. He is my heir, and he will sit upon the throne of Erebor as king when my reign has ended." 

Elated for his step-son, Bilbo couldn't have been more proud of his husband at this moment. "Wonderful, Thorin, I'm so thrilled you came to this decision! You must tell him first thing in the morning! He'll be so surprised!" 

"Yes, yes, as I planned! And my dear, Bilbo, I have yet another surprise for him you must keep to yourself. I've already sent a king's order to a special guest to perform at Kili's birthday celebration. But not a word to him about this, you understand?" With a mischievous twinkle in Thorin's sapphire eyes, Bilbo didn't have to guess who that special guest might be. "Your secret's safe with me, my love!" 

~*~

At last coming to terms with the fact his son was without a doubt deeply in love with his childhood friend, Thorin had gone to bed satisfied with himself for the first time in many years. Snuggling Bilbo close to his chest, who was he to judge his son's heart. Maybe clearing his conscious to allow his son the freedom to choose who he will marry would let him sleep in peace tonight, but that was not to be as his never-ending nightmares gave no quarter, returning with a vengeance. 

Thorin tossed and turned beneath the furs as the chimes of the grand clocks of the castle struck midnight, echoing throughout the palace halls. For years, nightmares had terrorized him relentlessly. Traumatized by the war, night after night, one by one everyone around him died violent deaths on the battlefield all over again, and every night the horrific dreams ended as he reached for his beloved wife, Kira just as the vision of her faded away, but recently he could no longer remember her face. 

Since his marriage to Bilbo, it had been years since he felt so hollow inside. He considered maybe it was guilt for remarrying plaguing him due to his undying love for his wife, and or guilt for ever leaving her to go to war. _'It was our king's duty to fight. Kira and Kili were proud to see you off to save our people. No one could have foreseen Kira's illness, Thorin. There was nothing you could've done to save her even if you were here.' Balin stated in efforts to ease his king's guilt as the young royal draped himself over Kira's tomb to weep._

Quietly pulling back the blankets, Thorin sat on the edge of the bed, rubbing his bearded face in his hands, and exhaled a sigh of distress before turning his eyes to his sleeping husband nestled peacefully in the center of their bed.

Maybe it wasn’t fair to Kili being an only child; His only heir to the throne of Erebor. If Kira had lived, they would have filled the castle with many children, and the burden of royal duties would not be Kili's to carry alone. 

“I love you, Bilbo.” Thorin's voice rumbled low not to disturb his husband's rest, though Bilbo was in such a deep sleep nothing could wake him from his pleasant dreams. 

It was an exceptionally chilly night prompting Thorin to add more wood to the dying embers in the fireplace to warm their bedchamber. The wood snapped, and crackled as he stoked the fire, watching the flames grow brighter casting a soft glow over the room. "I'm not perfect, Kira, and I've made many mistakes, but falling in love with you was not one of them. How could I not still be in love with the woman who blessed us with our son. Kili. Stubborn as he can be sometimes, I'm very proud of him, and I desire nothing more than his happiness." 

Just as Thorin turned to walk toward the bed, he yielded with heavy breath believing he saw someone hastily cross the room. "Wh-Who's there?" The dark shadowy figure of a person he thought he saw was nowhere to be found as he concluded, _'Too much food. Too much wine.'_ He pinched the bridge of his nose, and closed his eyes hoping to clear his mind that was becoming increasingly clouded. 

Behind the king, a black mist had already begun forming in the floor mirror spilling from its gilded frame. Thorin felt the dark presence taking over his body which refused to cooperate as his mind drifted into a dreamlike state. 

Like a spider closing in on its prey, tendrils of black mist spread from the mirror to curl around its victim. A gentle voice so precious and pure had Thorin believing Kira returned from her eternal slumber to warn, and guide him. "Thorin, my beloved husband, I trust your judgement, but it would be wise to take control of the land to the north. Kili must wed Lady Dahlila to honor his position as crown prince, and serve his people’s need to merge our kingdoms into one, for darkness grows in the rising sea.”

Trapped in the dream, Thorin was paralyzed, and couldn't speak outloud, but the question echoed in his mind, "What do you know of the sea?" 

Gasping for air, Thorin's eyes flew open, his fingers grasping at the pillows, and sheets of his bed. Drenched in a cold sweat, he quickly turned to find Kira curled beside him sound asleep. His heart hammered in his chest as he closed his eyes tight, then looked again to see Bilbo lying where he saw Kira, completely unaffected by his nightmare. _'Or was it a nightmare? It felt so real!'_

~*~

The next morning as Bilbo and Thorin went about dressing for breakfast, Bilbo couldn't ignore the dark circles beneath his husband's eyes, and how unusually quiet he was. "Did you not rest well?" 

Thorin's mind felt somewhat disconnected from his body, feeling a bit woozy as he steadied himself, pulling on his trousers. "I'm fine. And no...I did not sleep well. Much on my mind." 

Just as the two men sat down together in the breakfast parlor, a servant came in to inform his king of an unexpected visitor. Thorin excused himself leaving Bilbo to continue his breakfast with Kili when the young man finally arrived late as usual. 

"Where's father off to in such a hurry?" Questioning Bilbo, Kili frowned as he took his seat. 

"He had an unexpected visitor. Hopefully their meeting won't take long. He has good news for you, and I can't wait to see you smile again." Bilbo's smile was contagious as Kili returned the smile, anxious to hear what his father had to tell him. 

*

Walking into the throne room to greet his early morning guest, Thorin was surprised to see a face of a very familiar woman. She was very fair with hair as black as ebony, regally dressed in red velvet trimmed with gold embroidery, donning fine ruby jewels, and as she spoke Thorin recognized those golden amber eyes. The lady appeared as an older version of Lady Dahlila, and indeed, she presented herself as the young girl's mother, Queen Lilith. Ruler of the northern land of Shadowfall. 

"Forgive me for not reaching out to you, Lilith. After King Ivan was killed by the demons long ago, and your land was overrun with the fell beings, everyone believed Stormbreaker Castle had been abandoned. Your land was razed, and tainted with fell energy. No one felt it safe to travel there after the battle to vanquish the demons, and believed the entire population of the kingdom had been destroyed." 

"Most of the land has returned to its former green fields, and the fishing communities along the northern coast are flourishing once more. But we fear the demons are preparing to return." By the time the queen was finished weaving a tapestry of lies, and half truths, she had convinced Thorin by enchantment of what he must do. 

When he returned to the breakfast parlor, the air in the small room turned thick with tension as Bilbo asked, "Who was the visitor at this hour?" 

Curtly the king answered, "Queen Lilith of Shadowfall. She brings disturbing news from the north. Something evil is brewing in the sea." 

Bilbo gasped, "That can't be!! The master sorcerers of Rivendell said the only way they could return was if an all powerful portal was opened by one of their own!" 

Kili's brow furrowed in concern. "I thought all the demons were destroyed." 

"We thought they were. Obviously we were wrong. Queen Lilith and I have agreed to an arrangement." Thorin knowing he would met with resistance stated sternly in a commanding tone., "Kili will wed Lady Dahlila no later than six months from now in preparation of joining our kingdoms to build an army ready for battle if those foul creatures do rise from the sea." 

"NO!" Kili shouted, and bolted up from his seat. "I will NOT!" 

"KILI!" Thorin shouted back. 

_"This_ is the _good_ news you were so happy about?!" Kili seethed, glaring at his step-father. 

Flabbergasted, Bilbo shouted louder over the two in protest, "THORIN! You can't do this to him! You were planning to tell him he was free to..." 

"BILBO! Mind your place! This _doesn't_ concern you!" 

Kili and Bilbo glanced at each other, then Thorin. With anxious, heaving chests, Kili stormed out of the room followed by Bilbo. Turmoil brewing inside Thorin, opposing thoughts fighting inside of him drained him of his energy. "This is not what I wished for any of us, but what is done, is done." 

~*~

It was well after midnight, and unable to sleep still distraught, and angry with his father's orders, Kili left the warmth of his bed to lounge on the velvet pillows of his window seat. The night sky was exceptionally clear, and brightly lit with a field of stars as Kili wondered if Fili could see the same beautiful sky wherever he was so very far away. 

Leaning back, relaxing against the many pillows to get comfortable, Kili pulled up his nightshirt, and slipped his hand beneath his small clothes. Curling his fingers around his cock, he stroked, and kneaded the soft flesh until it turned impressively hard, and ridged. Closing his eyes, his head fell back as he imagined Fili pleasuring him this way. _"Fili..."_ Kili breathed. "I wish to feel the warmth of body next to mine again. To feel your hands caressing my skin; the taste your sweet kiss, to make love to you, I'd do _anything_ to be with you _forever."_

"Anything?" The wisp of a soft female voice startled Kili from his thoughts as he immediately withdrew his hand from beneath his small clothes. 

"Who's there?" Kili's demanded. From the shadows across the room, Dahlila appeared to step out of the mirror. "What are you doing here? How did you get past the guards?" 

The dark beauty smirked, "I seeped in through the cracks. Like I'm going to seep into your mind, and creep into your heart, and there is nothing you can do about it, my dear future husband." Before Kili could call out for the guards, his was lost to the faerie's bewitching enchantment poisoning his every thought, with intent to use him as nothing more than a puppet to gain control of Thorin's kingdom. Her cold hands cupped his face to kiss him, and steal his breath. "You're in love with me, Kili. Obsessed with wanting to please your future bride, and you have _never_ known anyone named _Fili..."_

~~~*~~~

**_One month later..._ **

A melancholy tune caught in the gentle breeze pulled the schoolmaster's attention away from his evening studies. His favored student was a gifted musician, and his lovely violin would be greatly missed. Lord Elrond followed the haunting sound through the open halls to find Fili standing on a balcony overlooking the calm river flowing by, playing his finely tuned instrument.

By intuition, Fili suddenly stopped playing as he could feel someone watching him, but he smiled lightheartedly seeing his teacher. "Lord Elrond, good evening." 

"The song you were playing tells a tale of sadness, and loss. Is there anything you'd like to share with me in confidence?" 

"No. Thank you, and rest assured I am well. I'm looking forward to going home to be with my mother, and uncle soon." Grateful for the support, and mature friendship, Fili would miss his schoolmaster. 

Lord Elrond held out a familiar looking envelope for Fili to take. "This arrived for you earlier today. Forgive me for not delivering it sooner." 

Fili took the envelope, and popped the royal seal, hesitant to read what he was sure was a letter from Kili. It was the first letter he'd received from Erebor in almost a year. Preparing himself for the worst, he took a breath to hold, but instead he exhaled in relief, "It's from the king. By the king's order, I am to perform at Kili's eighteenth birthday celebration as a surprise for him." 

Lord Elrond smiled, "This is good! You'll be reunited with your friend in a grand way!" 

"But you know how shy I am to perform in front of others. This is terrifying! But..." Fili swallowed thickly, trying to explain. "King's orders. I-I can do this. For Kili." _'Hopefully King Thorin will not have Kili promised to be married off before I return. What if I lose Kili to another, then what will become of me? I've always been fearful of an uncertain future, and a world without Kili is one I do not wish to live in.'_

**Notes for the Chapter:**

> Thank you everyone for all the comments, kudos, and stopping by to read!!!


	9. Chapter 9

**Summary for the Chapter:**

> Fili prepares for his long journey across Erebor, and Bofur questions Bilbo about the royal's well-being.

**Notes for the Chapter:**

> Sorry this chapter didn't go as planned. It grew too long for my liking, and I split it up. For now, just setting things up for what's to come, so please enjoy the quiet before the storm.

On the eve of Prince Kili's eighteenth birthday celebration, Dís began at the break of dawn baking a replica of Bombur's village famous recipe of the cinnamon apple pastry drizzled with caramel. The sweet aroma wafting up the stairs brought a pleasant smile to Fili as he woke up, and stretched. _'Home.'_ There was nothing in the world more comforting than the mouthwatering smell and taste of his mother's bakery goods. Luckily for Fili and Frerin, Dís was the only person Bombur would entrust with his secret recipes. 

"May I try one, Mother?" Fili reached for one of the warm little apple puffs knowing he wouldn't be denied a taste. 

"Of course, my dear!" Overjoyed, and content to have Fili home, Dís wished to never let him out of her sight again though she knew better. 

After the delicate pastry had been devoured, Fili hummed with delight, "Mmm! Mother, this is even better than what I remember of Bombur's! I can't place what is different, but it is very good." 

"I added a secret ingredient to make it my own. Finely ground almonds." She winked. "And that is why I'm making a special batch without the almonds for Bilbo since he is allergic to nuts. Do you think my pastries will be well received by the royal family?" 

Unable to speak with a mouthful of two more apple puffs, Fili nodded fervently prompting Dís to begin filling three tins with the delicious pastries. "So you approve! Good! I'm making individual tins to give to Kili and Thorin too, so they have no reason to squabble over who might get more than the other." She laughed knowing the royal family so well after all these years. 

"Good idea!" Fili snickered remembering how his friend routinely insisted on stealing treats from the royal kitchen. "Kili always loved sweets." 

Dís gave her son a little side hug, and tried shoo him on his way. "You best start packing since you're leaving ahead of us. I still wish you would ride in our hired coach with me, but I understand. You want to stay, and spend more time with Kili this visit." 

"Yes. At least I'm hoping I'll be invited to stay this time. And thank you. I'm glad you understand." He said shyly before turning doubtful, and anxious again with his thoughts of what tomorrow would bring. "Do you know...if...Kili..." 

Honing in on the way her son struggled to ask, Dís knew exactly what Fili wanted to know. "The last time I saw him, he couldn't wait to see you again. He always seemed very sad to see me, but never failed to ask me how you were fairing in Rivendell." 

Fili leaned into his mother's gentle hand that stroked his hair for comfort. "I'm in love with him, Mother." 

A fair smile graced her lips. Dís knew this day would come all too soon. Her son had barely been home a few weeks, but it was time to let to let her little bird fly. The boy that left home to further his studies two years ago had returned home a man. Though barely eighteen, he had filled out, growing taller though still shorter than the average man, but more muscular in ways that rivaled his father, and uncle. 

"I know, dear. Time may have let you grow older, and wiser, but surely has not changed your heart." The thought of Fili leaving home again, maybe for good was bittersweet. "Kili has turned into a fine young man too, and from what I understand, he's been well groomed to take his father's place as king someday. As long as his love for you is true, and he treats you with kindness and respect, I have no objections for the love you share with him." 

With a quick little peck on his bearded cheek, Dís wiped a teary eye. "Go on now. You must leave soon so you can find the inn where you're staying the night before sunset. The winding valley can be very confusing after dark. Another reason I wish you'd ride with me. Our driver knows the roads well, and you've never driven across the kingdom alone." 

"I'll be careful, mother, I promise." Off he ran upstairs to pack his bags with a much lighter heart. Fili had no reason to believe his mother would lie to him about Kili though she hadn't seen him in quite a few months. At least knowing his friend continued to ask about him, and wanted to see him again would make the long journey across the kingdom easier. If only he could stop worrying about their first meeting again, and the performance he had planned for Kili. 

~~*~~

"Thank you for the wonderful suit, Uncle. I appreciate it very much." The handsome young violinist straightened his posture, standing proud gazing at himself in the mirror. _'I certainly hope Kili likes what he sees."_

“My pleasure! You’ve honored our family, Fili! It’s not every day someone besides your mother is bestowed such an honorable request to perform before our majesties.” Frerin smiled at his nephew with pride as he helped fix the his tie, and brush his hands along his broad shoulders to smooth out the finely tailored jacket. 

"Doesn't hurt that I know the royal family." Fili joked nervously, running his fingers through his long hair to pull some back into a clip. “I’m so very nervous, Frerin. I hope I don’t fail, and become the court jester fumbling over myself.”

"You'll be fine, Fee. Just remember if seeing so many people watching you becomes overwhelming, simply close your eyes, and let the music take you away to imagine whatever makes you feel safe, and happy." 

After Frerin gave Fili a few minutes alone to change into his traveling clothes, he returned with a gift box. 

"What is this?" Fili asked, taking the small, beautifully wrapped box from his uncle. 

"It's a gift for Kili. I want you to give this to him from both of us since I cannot be there. I know you're performance was to be your gift, but you shouldn't go to a birthday celebration empty-handed." Frerin motioned eagerly toward the box. "Open it. Tell me what you think." 

Carefully Fili opened the box to find a gorgeously detailed crystal ball music box nestled in royal blue velvet. 

It was the most impressive work his uncle had crafted. Gently he lifted the delicate music box up for a closer inspection. "It's...this is amazing! It's beautiful!" He twisted the music box key, and watched in awe as the tiny violinist figurine began to twirl about inside the crystal ball as the tines played a sweet lullaby. Suddenly, Fili's eyes grew wide taking a closer look. "Frerin? Is that...me?" 

Frerin nodded with a huge smile. The figurine had been carved to capture Fili's likeness playing his violin. 

"Kili will surely love it, Frerin! Thank you! Thank you so much for everything!"

Frerin gave his nephew a hug. Seeing him so happy was worth the many painstaking hours he spent working on the special gift. "You're most certainly welcome, my boy!" After a good, tight squeeze, and a pat on the back, it was time to go. "Now! Let's prepare your horse, and get your bags in the carriage so you can be on your way."

~~*~~

Erebor Castle was bustling with servants preparing for the largest celebration they had hosted since the king's special birthday a few years back. 

Bilbo and Bofur walked around trying to tend to some of the details, but kept receiving wicked side looks from Lady Dahlila making changes behind them. 

Catching a glimpse of Thorin wandering about aimlessly, Bofur quietly commented, "I'm concerned about King Thorin and Prince Kili, my lord. They've not been themselves over the past few months." 

Bilbo's lips puckered, and twisted as the king's consort hummed, looking about before he replied. "You are not alone in your concern." 

"Kili barely speaks anymore, and has lost so much weight. Forgive me for prying, but has something happened I'm unaware of? That female friend of Kili's from Shadowfall is always here, and she has snapped at me more than a few times to get away from Kili stating she is taking care of him now. Is there something you need to tell me?" 

The answer hung on Bilbo's tongue briefly before he swallowed it thickly. "I'm sorry, but I cannot tell you anything just yet. You'll find out soon enough with everyone else tonight. I'm afraid things have taken a turn for the worst, Bofur." 

Kili happened to saunter by with a nod on his way to join Thorin. His glassy, dark, sunken eyes so cold sent a shiver up Bilbo's spine. 

"And I believe the worst is yet to come."

**Notes for the Chapter:**

> Thank you all for the comments, kudos, and stopping by to read!


	10. Chapter 10

**Summary for the Chapter:**

> Fili unknowingly almost breaks Dahlila's spell over Kili.

**Notes for the Chapter:**

> I hate myself right now - I'm enjoying writing this story way too much, and it keeps getting longer and longer, so once again, I'm splitting up this chapter. Good news is, chapter eleven is almost complete, and will be out soon ;)

With a heavy heart, Bofur wondered what could've happened to his charming, fun-loving, prankster prince. Whatever it was had nothing to do with Fili anymore because Kili's depression over missing his friend came and went for weeks at a time whenever Thorin invited the lady violinist, Dís to visit the castle, but he would eventually become himself in time. 

"I'm worried what will happen when Fili arrives. Kili hasn't mentioned him since the day..." Remembering his place, Bilbo held his tongue. "If you'll excuse me, Bofur, I should join Thorin and Kili for breakfast before Lady Dahlila returns." Bilbo left Bofur where he stood to observe the royals engage in conversation, and by the discord that was evident between them, the prince's servant felt it best to find something to busy himself with. 

*

Striding up next to Kili as the three headed toward the breakfast parlor, Bilbo's cheerful attempt to bring a smile to the broody prince's face on his birthday, and test the waters was doomed to fail. "Fili's certainly home from Rivendell by now, so I would assume he would be accompanying his mother to your celebration this evening, don't you think? I'd be excited to see him again." 

"Fili? Who the fuck is Fili?" Kili's right eye began to twitch as he stared at Bilbo with a scowl more threatening than usual. 

"Mind your tongue, Kili." Thorin hissed. He wasn't in the mood, and why was his husband trying to undermine him. "Bilbo..." The king's haughty smirk, and raised brow reminded Bilbo that Fili's presence as a performer was to be a surprise, though he wished now he hadn't invited the lad in the first place. 

Rolling his eyes with disdain for them both, Kili walked on ahead of his father, and step-father to argue about something he couldn't comprehend. 

"What do you think you're doing?" 

"Wha? Thorin! For the past two years Kili's thoughts of Fili consumed him, and now he is acting as if he doesn't even know who Fili is! Aren't you the least bit concerned about him? What's happened to you? Ever since the day Queen Lilith talked you into an alliance, you and Kili have not been the same." Exasperated Bilbo wanted to smack some sense into them both. What was it about that strange young woman, Dahlila that had them both twisted around her finger?

"Fili was nothing more than a childhood friend, and with Kili's engagement to Dahlila, that boy is nothing more than entertainment for this evening, do you understand?" Thorin's sapphire eyes grew dark with anger.

Bilbo reached out to snag Thorin's arm to keep him from storming away. Not this time. "Thorin, please...I'm worried about you. About... _us!_ We've done nothing but argue. We haven't had sex in months, and you barely even touch me anymore! Have I done something to displease you?"

Looking down at the wedding band on one of the fingers wrapped around his arm, Thorin softened. "I'm sorry. I've had a lot of my mind. I am worried about Kili, and I'm even more worried about our kingdom. I'll do anything to stop those demons from returning; and if forging an alliance with Shadowfall, and joining our kingdoms is what it will take to ensure they don't return, then Kili must marry the queen's daughter. I wish it could be otherwise, but unfortunately I only have _one_ heir!"

Bilbo's eyes flicked up as his heart sank. "You're sorry you married me. Maybe Balin was right. Maybe you should've married Dís."

Thorin was quick to reply, "Never. I love _you_ , Bilbo, and don't you forget that. I've never been surer of any decision I've ever made since the day I married Kira. I know that in my heart. True love is hard to find, and true love conquers all. We'll get through this, you'll see." With love for Bilbo flowing through his veins, the king smiled endearingly at his husband for the first time in months. 

~~*~~

Sprawled across an unfamiliar bed in the inn, Fili awoke bleary eyed, and exceptionally tired after traveling all day the day before. 

Still wearing his traveling clothes, he had been so exhausted, and relieved to find the inn riding after dark, he fell onto the bed asleep before he hit the mattress. 

"Maybe I should've rode with Mum." He muttered, pushing his weary body up to stretch. The sun was up, but a few clouds heavy and grey threatened rain later in the day. Checking the time on his pocket watch, he shoved it back into his pocket with a sigh. "Best get going if I am to arrive on time. Hopefully Daisy is as ready to complete our journey as I am."

Only a few hours of riding the winding roads through the dark forest where the trees were so dense their canopy above turned daylight to dusk making the shortest length of the journey seem the longest. As luck would have it, just as Fili drove his horse and carriage around a bend, a passing stranger kept him from making a terrible mistake.

"You don't really mean to take that road, do you?" The stranger traveling in the opposite direction called out to the young man riding alone. "That land is still tainted with fell magic. I wouldn't go there, if I were you." 

Of course Fili heeded the man's warning, and turned his horse around. "I'm traveling to Erebor Castle. Could you help guide me in the right direction please?" 

Indeed the man knew how confusing these crossroads were even in daylight with broken or missing signs. Fili thanked the stranger profusely for setting him straight on course for he would've surely been lost. "We were fortunate to cross paths with that man, Daisy. Let's go, girl. We're almost there." The dapple grey horse snorted with relief of her own, and continued on. 

~~*~~

"It's good to see you again, Master Fili!" Bofur's welcoming friendly smile was there to greet the prince's dearest friend as he arrived at the castle to take his bags, and show him to his room. 

"It's good to see you again too, Bofur! It's good to be back." Glancing around, soaking in the sights of the familiar castle as they walked through the grand main hallway toward the guest rooms, Fili felt oddly at home, and as welcome as he always had as the prince's guest, allowed to roam the corridors of Erebor Castle with his best friend. _'Kili'_ Excited and chipper, he asked, "I can't wait to see Kili again. Was he expecting me?"

The servant wasn't sure how to answer properly, but did so honestly, "No. Your performance this evening was to be a surprise for the prince. He wasn't expecting you that I know of."

"I see." Fili said a bit dishearten, hoping to see Kili before he performed, but he understood the element of surprise involved, all things considered. "Well then, hopefully he'll be surprised to see me tonight, and hopefully he'll enjoy the performance. I've worked very hard the piece I wrote. Kili's always been a bit eccentric, and I'm sure he'll enjoy it though I'm not sure if the rest of the guests will."

"Here we are." Placing Fili's bags on a bench inside his guest bedchamber, Bofur felt the need to warn the young man. "Master Fili, I think you should know before you see Kili...he has changed."

Fili snickered, "As have I."

"No. You don't understand. He's not been himself over the past few months. He's grown dark, and cynical, and I'm sorry to say I don't know why." Fili's smile turned to a serious frown. This was no joke, and the sadness clearly written on the once jolly servant's face was genuine. 

"Maybe I should see him before the performance this evening. Talk to him. Since he's not expecting me, seeing me before I perform would be surprise enough, don't you think?"

Bofur shook his head, "That's not what the king intended, but I am not your keeper. You are our guest, and should be allowed to roam the castle freely to enjoy the celebration as the other guests, if that is what you wish. Your mother has yet to arrive, but it's still early." The king would not be pleased if he found out his servant had anything to do with spoiling Kili's surprise for the party, but he couldn't keep Fili locked in his room like a prisoner, for goodness sake. "Today is a celebration, so please enjoy your stay, Master Fili." 

*

Without another word, the servant closed the door leaving Fili to make his own decision. Worried for his friend, he promptly freshened up, changed into his fine suit, and set out to find Kili, hoping to avoid running into King Thorin along the way.

With the beautifully wrapped gift box in hand, Fili wandered about, stopping to taste some of the savory foods and drink along the way as he searched for Kili taking in the delightful sights, smells, and sounds of the festivities. 

Artists were sketching small portraits of guests as souvenirs of the occasion, and musicians were strolling about the gardens. There were people everywhere chatting away, and laughter filled the air. So many guests made it hard to find anyone he remotely recognized much less the prince. He had no idea what Kili even looked like these days, knowing how much he himself had changed. _'Will Kili even recognize me when he sees me?'_ He wondered in jest, toying with the bead clasping his braided moustache. 

Alas Fili finally asked someone if they'd seen the prince, and found himself walking the long corridor of the royal wing after the guard there remembered him, allowing him to pass. Nervously he approached Kili's bedchamber only to be surprised himself as a tall, very lithe young man with long, silky dark hair came out of the prince's room dressed in very unorthodox fashion for this day age much less someone of royalty. 

They both froze in place, staring at one another. Fili really wasn't sure if the frail young man with the stubble beard, and hollow cheeks was his friend. He was wearing a gold and black striped satin waistcoat and tails over, a black satin button up, and black high-waisted leather trousers with knee-high black boots fastened with multiple straps and buckles, and a black and gold striped top hat perched atop his head. 

Kili, equally puzzled by the stranger standing in his hallway wondered if he was someone he should know. He was quite handsome, and alluring the way his golden locks framing his bearded face fell softly over his broad shoulders, but a stranger nonetheless. "Who are you? What're you doing here?"

"Kili? It's me! Fili."

 _'That name again. Who is he?'_ Kili wondered taking another cautious step toward him. "Do I know you?"

Fili furrowed his brow. "Of course you do! We've been best friends since childhood. I've only been away for two years, you couldn't have forgotten me so quickly. You're joking, right?" Studying how pale Kili looked with eyes almost as black as the liner accentuating them frightened him. _'What's happened to him? Has he gone mad?'_

Soulless, curious eyes shifted from the box to lock with Fili's as he crept closer, and closer to the stranger. "Is that for me?"

Warily, Fili handed the gift box to the prince, and watched as the darkness emanating from Kili began to dissipate as he opened the gift, and held up the crystal ball music box. "It's lovely...Thank you." Without even inspecting the music box, or to playing its tune, the prince started to place it next to the gift box on a nearby table, but Fili insisted he play it. 

Kili couldn't take his eyes off the handsome blue-eyed blond claiming to know him as the hauntingly sweet, mesmerizing lullaby played on. Visions of wee merry lads running hand-in-hand through the pastry kitchen curiously flashed behind dark eyes. "Besides the fact that I am the prince of Erebor, how do you know me?"

"As I said, we were best friends. And not long ago we were...in love." 

Kili looked confused as more visions appeared of a young blond male with crystal blue eyes lying in his bed. Rolling around on the mattress beneath the furs, fingers awkwardly exploring warm virgin skin, and eager, hungry kisses they shared. As of late, Kili had a very difficult time discerning what was real, and what was fantasy. Was he being tricked by the stranger to believe what he could not remember, or was it his desire at this very moment to kiss and ravish the siren standing before him? 

Keeping his hands tucked in the pockets of his trousers, Fili trembled, trying not to flinch as Kili raised a hand to ghost cold fingertips along the side of his face moving closer until he was only a breath away. The prince looked positively feral with flames from the lanterns illuminating the long corridor dancing in his dark eyes as he cupped the stranger's jaw, running a thumb over his cheek.

Absent-mindedly, Fili wet his lips nervously, but the prince took the gesture as an invitation to agressively kiss him, teasing his lips apart to slip his warm, moist tongue still sweet with wine into his mouth. Fili tensed briefly before relaxing into their passionate kiss with a moan, then melted into Kili's embrace to hold him too remembering how wonderful it felt to be in his arms. 

To catch their breath, Kili parted from their kiss, inhaling the scent of vanilla and musk evoking memories of how the blond in his bed smelled so deliciously inviting the night they laid together, naked bodies slick with sweat, rutting, pleasuring one another. Trailing hot kisses down Fili's neck, and back up to his ear, he could barely contain his lustful desires feeling their arousals pressed against one another. 

"You wanted to make love to me when we were older. I'm all yours, Kili, I give myself freely to you. Please. I need to know you're mine." Fili panted, and closed his eyes feeling the heat coiling in his belly as Kili's lips brushed against the shell of his ear, and whispered breathlessly, _"Come to my bed."_

Voices of an angry female arguing with a guard echoed down the hall pulled attention away from their heated moment long enough for Fili to be confused by the tears from hazel eyes steaming down Kili's cheeks as he began to shake. Kili let go of him, and apologized just as the last tinny note of the music box played. "Forgive me. My mind is not my own." 

Still unsure if Kili truly remembered him, Fili glanced at Dahlila headed their way, then quickly turned back to whisper, "Play the music box, and remember me as I am now. Remember how much I love you, Kili." Sensing something was amiss, Fili kissed Kili one more time before Dahlila could reach them. 

"GET AWAY FROM HIM!" The raven haired woman screeched, her voice echoing in the marble hallway as she rapidly walked angrily toward the two young men. 

Casting an evil look at Fili, he suddenly felt dizzy with an overwhelming sense of fear, and dread seeing those unique amber eyes flash black. _'Leave us!'_ He swore he heard Dahlila snarl at him though her lips never moved. 

Powerless to resist, Fili left down the hall, suddenly finding himself waking on the bed in his guest bedchamber trying to shake off the intense, vivid dream, but he wasn't so sure it was a dream tasting sweet wine from Kili's kiss, and the music box was gone. 

Fear and sorrow in the form of more tears spilled from Kili's eyes watching Fili disappear down the hallway, leaving him helplessly alone with Dahlila, but her demeanor softened, weaving another spell in attempt to control him.

"Oh, dear, Kili! That peasant boy has upset you!" 

"He...brought me a gift. It's over there." He said waving a hand toward the nearby table, then brushed away his tears. Having a sliver of freewill, Kili tried to keep Dahlila calm for the moment. For the first time since he'd been under her bewitching spell did he consider what had happened to him. _'She's one of them!'_

Dahlila picked up the crystal ball, and immediately recognized the violinist figurine inside. "How dare he try to seduce you!" In a rage, she threw her arm back ready to smash the trinket on the marble floor, but Kili grabbed her arm in time to stop her. "Don't! Please don't! It's mine!" 

"Were you going to cheat on me with him?" Golden amber eyes drew Kili in, twisting his thoughts, and emotions. 

"I-I'm sorry, my love! It'll never happen again, I promise. Please. Just please, put the music box down, and let us join the celebration together."

Placing the trinket on the table with care, the faerie completed her spell with a kiss, stealing a little more of Kili's breath to weaken his will, draining some of his life like the demon she was. "You love _me,_ Kili. Fili is nothing more than a fantasy you can never have." 

~*~ * ~*~

**Notes for the Chapter:**

> Thank you for all the comments, kudos, and stopping by to read!


	11. Chapter 11

**Summary for the Chapter:**

> Kili's birthday celebration goes awry, and Fili falls under the faerie's twisted enchantment while unbeknownst to him others' lives have been put in danger.

"How good to see you again, Lady Dís!" Thorin kissed her cheek, smiling brighter than he had since the last time they'd met. 

Kili walked down the hallway with Dahlila on his arm, watching the interaction between his father, and the lady violinist. 

"Your father is quite taken with that lovely lady." Dahlila mused. "Look at them shamelessly flirting." 

Every step closer to his father, Kili's eyes narrowed at the thought watching Thorin place another kiss on the woman's cheek. "They're just old friends. Adultery is considered treason, and punishable by death. He would never risk his head to lie with her." 

"I'm not so sure. It's not the first time we've seen them so cozy. Remember the night we saw them kiss in the gardens? You can't tell me that was just a friendly gesture." 

Kili couldn't remember, but Dahlila clouded his thoughts tainting his memories. _'You are protecting your father. You know they've slept together.'_

"Maybe you should distract your father to save him from the temptress." Dahlila grinned, but Kili was not amused. 

The young couple greeted Thorin, and his guest, chatting briefly before Kili pulled his father away leaving Dahlila alone with Dís. The faerie noticed the three tins she carried, and offered to take them off her hands. 

"Thank you, and please be sure Bilbo gets the tin with the blue ribbon. He's allergic to nuts." Dis warned. 

A mischievous smirk appeared on Dahlila's lips. "Certainly! We wouldn't want the king's consort to have a misfortune accident over something so innocent...would we?" The devious faerie's eyes flashed black as Dís caught her breath. "Are you alright, dear? Maybe you should lie down, and rest for a while before dinner. One of the servants can show you to a guest room." Dís agreed maybe some rest would do her some good, and as soon as she was out of sight, Dahlila switched the blue ribbon from the pastry tin with one of the other two ribbons. _'Thank you for that invaluable information, Dís. You just made this too easy for me.'_

~*~

Later in the evening, Dís was finally able to meet with Fili before he was about to play for Kili, and their majesty's guests. Mother and son shared concern for the prince noting his uncharacteristic cocky, rude behavior at dinner, and now Dahlila had taken up a seat next to him on the royal dais looking a bit smug herself. 

"I don't trust that girl, Fili." Fili had to agree with Dís when she mentioned how possessive of Kili Dahlila seemed to be. "I spoke with Bilbo earlier today about her, and he refused to talk about her, but I could tell he's not happy to have her around. They've all changed since I saw them a mere five months ago. I don't know what to think." 

"Something's definitely not right with Kili. I saw him earlier. I know I wasn't supposed to, but I had to. He didn't know me at all, but you told me he always asked about me. I don't understand. If I didn't know better, I'd think Dahlila was a sorceress that has enchanted Kili with her wicked ways somehow. I couldn't remember going back to my bedchamber after she interrupted Kili and I, but I know my meeting with him wasn't a dream. I'm sure he started to remember, and I swear I felt his love coming back to me, but when I saw him again at dinner, even now I can tell he doesn't know who I am. It's very strange." 

The fell beings had been destroyed long ago, and he was sorry for hinting at the notion seeing his mother tense. "Or maybe it was a dream. Sorry, Mother. Whatever has gotten into him, I'm very nervous about playing for him now." Feeling as if he were suffocating, Fili tugged at his collar. "Nervous about playing at all! I've never played for anyone besides you and Frerin much less this many people!" 

"You'll be fine, my dove. Close your eyes, and drift away with your music, and all will be just fine. Remember Kili is the only one in this room you care to impress. Focus on him." 

As the grand clocks of the castle chimed nine times, Fili anxiously took his place before the royal court, surrounded by hundreds of other guests waiting to hear the musical prodigy play his violin for his very first public performance. Bilbo smiled politely looking forward to hearing him play though Thorin wore his usual stern, expressionless face ready to judge the young musician. Dahlila was staring at him with contempt, and Kili slouching unroyal-like in his chair, appeared to be bored, and uninterested about everything this evening, having one glass of wine after another. 

Fili's palms beaded with sweat, grasping the neck of the violin and bow as he bowed before his majesties. Placing the instrument beneath his chin he took a deep cleansing breath to focus. Just knowing his mother, and her small orchestra were going to accompany him to compliment the musical piece he'd composed gave him some solace.

When the chimes of the grand clocks stopped, Fili raised his bow, and began playing solo. Lounging lazily in his seat, gazing around the room, Kili seemed unimpressed at first, but a few seconds into the tune, a wicked smirk grew on his face recognizing the violinist, and the haunting melody from his music box. With a nod of approval, Kili began to smile. 

The orchestra joined in, and the tempo of the song grew more intense. Becoming very aware of the fact he was the center of attention, Fili closed his eyes, and before he knew it, he was swaying, and dancing about to his music that was so uniquely different from anything anyone had ever heard.

Spinning, jumping, and twirling like a ballerina as he played his violin, Fili became one with his music. He opened his eyes, and gave it his all seeing Kili smile. The other violins, violas, and the full deeper sound of cellos brought his work to life as Fili performed flawlessly with the most confidence he'd ever felt knowing he, and his song was pleasing his beloved. 

Enthralled by the musician's performance, Kili felt as if he could watch him dance, and play forever. "He's amazing." 

Dahlila put her hand over Kili's. _'The violinist is a fantasy you can never have, Kili.'_

When the high-energy song and dance ended, out-of-breath Fili bowed, and beamed with self-satisfaction. He was incredibly relieved it was over, and most of all he was grateful for the standing ovation he received from Kili even if the rest of his audience seemed confused by the unconventional performance giving him mixed applause. Even his mother's disapproval of the song didn't sway her from being immensely proud of her son's accomplishment, boosting Fili's ego with her smile as she applauded exuberantly for him, and wiped a joyful tear from her eye seeing him so happy.

"Thank you for that... _interesting_ performance, Master Fili." King Thorin said rather sarcastically as he stood from his throne, and tipped his head at the violinist who was now standing near the orchestra. Their majesty picked up his glass, and gathered everyone's attention. "And now if you all will give me your full attention please, I'd like to make a toast for this very special occasion." 

Still coming down from his high, trying to catch his breath, basking in the afterglow of his performance, Fili looked happy, and content taking his champagne glass in hand, ready to toast his best friend on his special day, but his heart sank, and his smile faded seeing the way Kili leaned over to whisper something in Dahlila's ear as she giggled, and held his hand, then placed a kiss on his cheek. 

"What an extraordinary day for a celebration!" Just as Thorin began his speech, a crack of lightning ripped through the sky, rattling the castle, and the nerves of every guest as an ominous storm drew near. "Today we celebrate the life of your prince, my son, Prince Kili of Erebor! Today my heir comes of age, ready to assume his royal duties with loyalty, and honor. He has worked long, and hard for many years to prepare for the day he will take up the crown, and become your king when my reign has ended." Turning toward Kili, Thorin held up his glass. "A toast! In honor of you, Prince Kili, may you live a long, healthy, and prosperous life!"

Cheers all around echoed through the grand ballroom for the young prince, but Thorin was not finished yet. "And while you are all gather here this evening, I felt now was as good a time as any to make a very special announcement." 

Fili took a sip of champagne as he locked eyes with Kili across the room. The prince seemed cold and dark again looking over his heavy brow as if he were staring straight into the violinist's soul waiting for his reaction when the king proclaimed, "A new alliance has been made. Our kingdom shall unite with the kingdom of Shadowfall on the day of Prince Kili's marriage to Princess Dahlila, daughter of Queen Lilith, ruler of Shadowfall!"

Silence fell over the guests so thick the tension grew as Kili took Dahlila's hand, and kissed the arrogant princess. 

_'This cannot be!'_ In utter disbelief, the fluted glass slipped from Fili's hand, shattering against the marble floor, breaking the silence in the room as he bolted from the grand ballroom, and fled the castle in search of his horse and carriage. His worst nightmare had come true. He'd lost his one and only love to some ridiculous political alliance with a land he was told was still healing from the ravages of the fell war. 

Light rain began to fall as the stable hand tried to convince Fili it was best to stay put inside the castle, and let the storm pass before traveling at this late hour, but he was too emotionally distressed to think rationally as he hurried his horse toward the west to get away from the castle as far and fast as possible. 

*

The king's announcement stunned the party guests, and most were not so sure such an alliance with Shadowfall sounded like a sane idea. Mumblings amongst the people wondered if their king had temporarily lost his mind, but none would challenge his decision. 

The guests had already been speculating about Kili's ill appearance, and cocky behavior. Most assumed he might have been drunk, considering he'd rarely been seen without a glass of wine in his hand all day, but some believed the prince had gone mad with the weight of his adult responsibilities. Few, including Bilbo and Bofur reluctantly believed something more sinister at work, but feared to suggest not all evil had been wiped from their lands. 

As Kili stood with his future bride to speak to the crowd, Bilbo seated on Thorin's left, remained unaffected by the announcement, and the reaction of the guests as he already predicted. He causally waved a servant over to hand him his gift from his dear friend, and eagerly devoured not one but two of the tiny apple puffs. 

Unsuccessfully trying to chase after Fili, Dís returned to the ballroom just as she heard someone shout, "Bilbo's choking!" The pastry tin fell to the floor with a clang, scattering the pastries over the dais. "The king's consort is choking!" 

It was a frightening moment for all as a couple servants tried to assist Bilbo. Seeing the tin and blue ribbon lying near the distressed man clawing for air, Dís gasped knowing exactly what was wrong with him. Her mind raced trying to remember putting the ribbons on the tins. She was positive she hadn't made such an awful, tragic mistake. 

Thorin hastily shouted orders for someone to find their doctor, who responded immediately, frantically working to save the king's consort. 

Assessing Bilbo's condition, the doctor noticed the spilt pastries. "Were there nuts in the pastries he consumed? He's having an allergic reaction!" 

Dís ran to the dais distraught, and confused. "It's possible, but there shouldn't have been any nuts in this tin! Please save him! Do something!" 

Dahlila stepped forward, and raised her voice for all to hear. "She tried to kill him! That woman told me to give Bilbo the tin with the blue ribbon! Obviously she knew the nuts would kill him!" 

The crowd gasped as Thorin whipped around to glare at the insolent young woman. "What in the devil are you talking about?"

"You should know what I speak of, King Thorin. You and that commoner woman have been having an affair for years. She wanted to kill poor innocent Bilbo so she could take his place at your side." 

"Bilbo's my friend! I would _never_ do such a thing!" Outraged yet fearful of the fallout of such accusations of treason, Dís looked between Kili and Thorin for help. 

Kili stood silently by his princess staring down his father as Dahlila spewed more lies and accusations convincing everyone she spoke the truth about their adulterous king, and the lady violinist. Lies from a faerie's voice so innocently sweet, and convincing, enchanting every mind in the room to believe her, even the prince himself believed his father was guilty of committing such a sin. 

"How dare you!" Thorin growled, turning to face his people watching tragedy unfold. "She speaks with poison tongue! Do not listen to her lies!" Looking into his husband's eyes as Bilbo began to breathe easier with the doctor's care, he felt true, pure love grip his heart knowing how close he came to losing him. Breaking the faerie's twisted spell, the king came out of his darkness, claiming his right mind. "She's a demon!" Thorin shouted, pointing at Dahlila.

The servants worked quickly to carry Bilbo to his bedchamber to rest. Completely unaware of his husband's insidious predicament downstairs, though he himself was not out of danger yet. 

Many guards stepped forward to forcibly seize Dís and Thorin. The good king came to his senses too late, fearing what he'd done had put himself, and his son's lives in danger. "Kili! She's a demon, get away from her! You know better! Tell them the truth! You know Dahlila is lying! She wants to rule _our_ kingdom! Tell them, I say!" 

For a brief moment the prince looked distraught, and confused until Dahlila caught his gaze, and wrapped coldly around his mind, and soul. Without remorse, Kili ordered the guards, "Take them away! They will pay for their sins. I am now your king. And soon, Dahlila will be your queen."

~*~

Racing through the treacherous storm for over an hour, Fili's horse was exhausted, and slowed her pace against her driver's will, but he finally realized the stress he'd caused her. "Forgive me, Daisy, but we need to find shelter." 

Pelted by wind and rain, Fili continued on, hoping to eventually find the inn he'd stayed at the night before. Soaking wet, he was chilled to the bone, and even if he found the inn, he had no clothes to change into for he'd left the castle in such haste he'd left all of his belongs behind. 

_'Kili. What happened to him? Is it possible Dahlila is one of those demon faeries with the terrifying ability to use mind-control Lord Elrond told me about? No. They're gone. The demons are long gone. How long did he know about his arranged marriage? Why didn't he tell me sooner? My heart is broken, and I feel so empty, and alone. Kili's all I ever wanted. I'm afraid. I was at last certain of my future, but now...'_

Another hour had slipped by unnoticed lost in thought. The rain started falling heavy again so Fili urged his horse to pick up the pace. 

They'd been riding through the dense, eerie forest for a while, and in the dark and rain Fili could barely manage to see where they were going. Suddenly Daisy refused to go any further, and tried to backup. "Daisy! What are you doing? Let's go!" Without warning the horse reared as if she were spooked, and violently pulled the carriage around, tipping it over to break the traces, and gallop away as fast as she could.

The second the carriage tipped, Fili was instantly thrown from it. He landed in the mud, hitting his head on a rock. The last he heard was the crash of the carriage, and the strangled whiny of his horse fade as his eyes closed. 

A voice so delicate like an angelic whisper stirred Fili from a deep slumber. "Are you awake? Sir? Wake up. _Fili!"_

Fili blinked and blinked trying to clear his vision. The pounding in his head hurt like it had been used as an anvil. 

When he could finally see again, he had no idea where he was, but the beautiful raven haired woman tending his head wound looked quite familiar. 

"Where am I?" He asked as he pushed himself up on the long velvet sofa. 

"Stormbreaker Castle. I found you lying on the road, and brought you here." 

The gothic style furnished room lit with candelabras sent a chill up Fili's spine. This castle of stone and iron with extremely long arched windows draped with torn curtains, and massive fireplaces roaring with fire or some barely burning embers was not as warm and inviting as Erebor Castle. There was something not only wickedly disturbing about this place, but the bewitching enchantress caring for him. 

"Have we met before?"

"Indeed we have. I certainly know you..." Sitting closely beside him, she lifted her thick, long, dark lashes to reveal unique golden amber eyes. “Fili. Son of Vili. Your father, Vili is the man that took my son's life." She purred, brushing a stray curl from the bewildered young man's face with tender, motherly care. 

Fili swallowed hard, turning cold he lost his breath. "Who are you? You look like Dahlila. Are you her mother?"

With an evil smirk, the dark faerie's amber eyes turned black as she stood, and walked toward the center of the room. "I'm Lilith." 

"You're the queen of Shadowfall."

"You could say that. Since no one but myself inhabits this land, I am a self-proclaimed queen. Queen to my people I will be when I resurrect them from their watery grave. I will rule over Shadowfall, and Erebor as soon as I wed Kili. You see, Dahlila and I are one in the same." 

_'Kili! I've abandoned you to such a horrific fate!'_ Such a costly oversight with deadly consequences he feared. "You're...You're one of them! You're one of those demon faeries!" Terrified Fili was certain he'd never make it out of the castle alive, and there was nothing he could do to save Kili now. He chastised himself for not believing it was possible any fell beings could still exist, and for not recognizing the aura magic he felt around Dahlila earlier this evening. 

Living in Rivendell, he knew what magic felt like, but near her it was different. Heavier and dark. _'Some evil beings possessed the ability to mind control others. It's a difficult spell to break.'_ Fili tried hard to remember all he'd learn from Lord Elrond. _'True love is the only magic humans possess that is strong enough to break any demon's spell.'_

The woman ignored the accusation, and returned to Fili to help him up from the sofa. "I saved you from death's grip. You were lying there in the freezing rain, bleeding to death. Dying all alone. Being alone without Kili is what you fear most. In return for saving your wretched life, all I ask is that you to play for me." A familiar violin and bow appeared in her hands. "It's yours. I brought it from the castle. Play for me, Fili. And I shall set you free." 

Fili's eyes shifted between Lilith and the violin. "If you want to live, you _will_ play for me." 

Shaky hands cautiously took the violin and bow from the faerie. Undeniably frightened, Fili asked, "What do you wish me to play?"

"Your song, of course. The one you played for Kili." An eerie black mist formed around the woman standing before Fili as he began to play. Her unearthly transformation had his eyes completely transfixed on her. 

Lilith's scarlet red Victorian dress turned into a short, sheer black form-fitting gown covering her pale, porcelain white skin. Her coiffed raven hair adorned with rubies unraveled like a river of silken ebony, dropping the precious gems to the floor. Her blood red lips, and soulless black eyes drew Fili in seducing his weak mortal mind. Bewitchingly beautiful, and terrifying, she was irresistible. 

"Dance for me, Fili! Play louder! Faster! Dance!" The faerie laughed maniacally watching the violinist lose his will to fight against the spell she had begun to weave. 

The longer Fili played his tune, the violin began to take on a life of its own. Somehow music filled the air as if an entire orchestra was playing with him. Colors swirling around him like tiny colorful fireflies as he danced enchanted him. It was delightful yet frightening all the same. 

Most alarming, and disturbing was the faerie's final transformation into her true form as the mist around her thickened, and the air in the massive room grew dark. Bones cracked, and snapped as the faerie's black, webbed wings ripped out of her back, slick and dripping with black blood to spread high and wide over her head. 

The music in Fili's ears turned into a deafening, cacophony of musical dissonance as he was forced to continue playing his violin until his legs shook, and his body had forsaken him. The colorful lights that flashed before his eyes blinded him from seeing the evil faerie cast her wicked, twisted enchantment upon him. In an instant he in an insanely intense amount of pain searing his body before he blackout. 

"Because I can no longer hold my son, your mother will suffer the same fate. But fear not, little one. I have a mother's heart. I will keep you safe from the harsh realities of this unforgiving mortal world, Fili. Here you will be safe, and live forever." The demented dark faerie carefully lifted the small crystal ball music box encasing the tiny violinist, to sit it gently on an old, dusty grand piano next to a candlestick, and broken clock. "Unless someone breaks my spell which could lead to your death, that is." Lilith hummed, and giggled psychotically. 

There on the piano, Fili would awaken the next morning to find himself curiously miniaturized, trapped, and inexplicably enchanted by the evil faerie. Imprisoned inside the crystal ball, he feared this was where he would spend eternity. 

Forgotten, and alone.

**Notes for the Chapter:**

> Thank you all for the comments, kudos, and for stopping by to read!


	12. Chapter 12

**Summary for the Chapter:**

> Frerin realizes something's amiss; Thorin fears their world is doomed; Bilbo realizes he's in danger; and Fili realizes there is a sliver of hope for him when Kili finds his music box.

**Notes for the Chapter:**

> Sorry for my long absence, but I needed to take a much needed break, and feel better for it now. I'm still not back on Tumblr, but I may return soon.

More than a day and a half away from Erebor Castle in the small village on the western edge of the kingdom, Frerin sat down to breakfast going about his morning routine looking over some work invoices he received the day before. "So much work to do." 

Knowing his sister would be arriving sometime after noon, and his nephew wouldn't be home at all for another day or two, the clockmaker cleaned up, and went to work at his shop straight away.

It was a day like any other as Frerin watched the time to know when Dis would be arriving home sometime in the late afternoon, but the sun continued to fall lower in the sky as minutes became hours long passing the expected time of her arrival.

Not that her driver was always on time, but today they were significantly late. Trying not to think the worst, Frerin closed up his shop, and started for home, wringing his hands with worry.

He hadn't gone far when he heard some people shouting around the bend. "That's Frerin's horse!" 

Rushing toward the commotion, Frerin saw Fili's friends standing in the middle of the cobblestone street trying to coax the obviously frightened horse to come to them by offering her an apple.

"Daisy!" Frerin's blood ran cold. The horse was clearly distressed, frothing at the mouth, she whinnied backing away from the villagers gathering around. Only at the sound of Frerin's voice reassuring her she made it home to her loving master did Daisy seem to relax and calm down. 

"Where's Fili?" One of the young lads asked in concern for their friend. 

"Yes." Looking into her big, brown soulful eyes, Frerin gently stroked his horse's mane and muzzle wishing his beloved mare could speak. "What's happened to him, Daisy, hmm? Where's Fili? Where's my sister?" 

Giving the distraught horse time to rest and recover from her harrowing ordeal, Frerin saddled her up the next day, and set out to find his family.

~~*~~

Lying on the ground, Fili awoke with a start feeling the earth shake beneath him as if he were riding out an earthquake. "Where am I?" Snow was falling all around, but oddly enough, it wasn't cold. 

Surreal at best as if lost in a dream world he felt so alone in this blizzard that slowly dissipated enough for him to find his violin lying nearby was his only companion.

On hands and knees he sifted through the piles of snow to find the bow, then sat there in the middle of endless nothingness. The pearlescent sky was void of sun or clouds glowing softly from distant light. Something even more strange occurred to him as he scooped up some of the miniscule flakes. The snow wasn't even _wet._

"What is this sorcery?" Voices echoing in the distance, unmistakable menacing laughter triggered memories of last night; of being cursed by the wicked faerie as he searched his body realizing how small he had become, trapped inside the enchanted crystal ball. 

Panic set in. "This can't be happening! Somebody please! Help me!" His tiny fists beat fervently in vain against the thick crystal. 

There was no escape, and his pleas for help echoed unheard. Curling up on a pile of soft snow with his violin held close for the only comfort he had, Fili began to weep for hours. Maybe days. He wasn't sure how long for time was irrelevant now. It would take a miracle for anyone to find him here. 

~~*~~

Pacing the cold stone floor of his dungeon cell, Thorin's anger grew intense after every guard once loyal to him ignored his commands to free him. _'Why can they not see that abhorrent fae for what she is!'_

"If you will not listen to reason, if you will not hear me, the least you can do is tell me how my husband fares?" 

The king's voice fell on deaf ears of the two unwavering guards outside his cell. Smashing his fists against the dungeon cell door, he violently shook the iron bars, and growled. "I demand you tell me how Bilbo is! Tell me if he's recovering well, I need to know!" 

The guards remained unaffected by his outburst. In between his exasperated breathes, Thorin could still faintly hear Dis sobbing in her less accommodating, filthy cell much further away from his. Guilt washed over him though he knew he had nothing to be guilty of. Failure. He failed his people. His family and friends. Forever wanting to protect his kingdom and his loyal subjects, even going into battle decades ago against the fell demons himself had all been for naught. Locked behind these iron bars unable to do anything to save them from whatever that vengeful wicked faerie had planned for their world now. 

"I only need to know if Bilbo is alright," he mumbled, lowering his eyes as hands slipped from the solid iron. Defeated, the king slumped down on the feather mattress cot, scrubbing his face in his hands he groaned, "Kili, my son, you must come to your senses and break this spell she's placed on you and everyone. You're our only hope to stop the demons from returning."

~~*~~

Bilbo stirred from his deep sleep to find a guard standing watch at his bedchamber door. He rubbed his sleepy eyes, and questioned the guard only to have a nursemaid rush to his bedside to hand him a warm cup of herbal tea. 

Eyeing the young woman curiously, he took the cup in shaky hands, and sipped the tea, watching her watching him. His head was pounding feeling so incredibly weak he could barely hold the porcelain cup to his lips. He couldn't understand why he felt so ill. It was just an allergic reaction, for goodness sake. It wasn't the first time he'd had such a reaction, and though he knew it could have been fatal if he hadn't received immediate care, he'd never felt this drained afterwards before. 

The nursemaid smiled gently waiting patiently for Bilbo to empty his tea cup. "That's it. Drink up, my lord! Lady Dahlila would have my head if I didn't take good care of you." 

The tea cup clattered against the saucer as the nursemaid took them from him. Bilbo coughed and sputtered, trying unsuccessfully to get up from the bed, but the room began to spin out of control, " _Dahlila?_ Where's Thorin?" 

"Please lay down before you hurt yourself, your grace! You need your rest!" The woman didn't need much strength to push the weak, dizzy little man back into bed, pulling up the blankets to tuck him in. 

"Thorin!" Bilbo shouted, grabbing the young woman's arm he gasped. "Please! Help me, I need to see my husband!" The terrified consort knew he was in trouble, and struggled for a moment, but couldn't ward off the darkness drawing him back into a deep slumber. 

~~*~~

"Love what you've done with the place." Kili muttered sarcastically, looking around the darkly decorated living room of Stormbreaker castle. He arrogantly swiped a finger across the dusty grand piano, glaring at Dahlila with a raised brow. 

She defiantly shrugged off any offense which none was taken. "All our servants are gone. Most were killed, and some left after the fell war. Only my mother and I live here now. The castle is far too large for us to maintain alone." 

"You are royalty. You deserve to have servants, my dear." Kili couldn't resist wanting to dote on his bride, caressing her cheek. "By the way, where is your mother?" For the first time it finally dawned on him, he'd never seen Dahlila and Lilith together at the same time. 

Dahlila never gave it much thought until now either. "I don't know. She comes and goes without telling me of her business. She is a busy woman trying to rule over our land with little to no help." 

"Then we were destined to join our kingdoms. Together, you and I will build an empire, ruling over the largest kingdom the world has ever known." 

Taken by Kili's vision, Dahlila felt a chill of true satisfaction. Her dreams were coming to fruition, and for an unsettling, insane moment, she honestly wanted to embrace the disgusting young human, and take him to her bed. 

"You've made me the happiest woman alive, my love." The dark faerie cooed, taking him into her arms.

Enchanted by her love spell, Kili couldn't resist her charm, that was at least until he noticed the crystal ball music box displayed on the dusty black piano. 

"Isn't that _my_ music box?" 

Dahlila swallowed hard, trying to bring her prince's focus back on her beautiful pale porcelain face to allure him with her amber eyes. 

"Yes, it is. I brought it here so you would have something of yours here to make you feel more at home. This castle will be yours as much as Erebor castle will be mine once we are married." 

Kili pushed passed her going straight to the trinket sparkling with strange illumination to lift it up for inspection.

Fili heard the voices drawing near, and just as he tried to get up, his new world tossed him about, then suddenly he couldn't move at all. Standing perfectly poised to play his violin on a dais in the center of the crystal ball, he involuntarily began to play and dance as the fake snowflakes magically floated in the air around him. As he moved about to the music, he was frightened by a giant eye obviously staring at him, watching his every move.

Enthralled in wonderment by the tiny dancer, Kili couldn't take his eyes off the figurine as he played along with the song the music box played. _'He looks so familiar.'_

The violin took on a life of its own again as Fili fought but lost the battle for any control of his own movements. Glancing at the giant eye fixated on him, he too began to find something familiar about the hue of the iris and thick dark lashes. "Kili!" His voice echoed, but could not penetrate the glass sphere. 

When Dahlila's pleas for Kili to put the crystal ball down went unheard, she forced the crystal ball from his hand, slamming it back onto the piano.

The prince glared at her, and growled, "Be careful with it! It's mine!" 

"I'm yours too." The seductive faerie purred, slipping herself between Kili and the piano, drawing him into a heated kiss. "Let's go to bed. We'll leave for Erebor in the morning, my love. There's much to tend too." 

Once they had moved far enough across the room, Fili was able to move by his own freewill again. He jumped off the dais to press himself against the crystal, peering out into the large open room. "Kili." His heart broke watching the love of his life leaving him alone to saunter off with that evil faerie. "Oh, Kili, if only you could hear me."

Reluctantly Kili left the music box, keeping his eyes glued to it. He blinked to clear his vision. He could have sworn he saw the figurine wave at him just before he could see the crystal ball no more. 

Crawling into bed he fell fast asleep as the song the music box played haunted his memory, and the beautiful tiny familiar man would dance and play the violin forever for him in his dreams.

**Notes for the Chapter:**

> A huge Thank You to those readers still with me, I appreciate your loyalty very much, and I welcome anyone joining this fic with open arms! <3


	13. Chapter 13

**Summary for the Chapter:**

> Frerin's on a mission, and Kili gets a few minutes alone with his music box.

**Notes for the Chapter:**

> It's really late at night, and I've worked on this chapter way too long, so please forgive any glaring errors ;)
> 
> Hope you enjoy the update!

Compelled to see his music box upon waking from pleasant dreams just before sunrise, Kili made sure Dahlila was still sleeping, and slipped silently from the bed. With only a candelabra to light his way, he crept down the winding staircase leading to the large, open sitting room.

His pulse quickened, weaving around heavy furnishings toward the dusty grand piano where his music box sat quietly awaiting his return. Hopefully Dahlila wouldn't find him here. His bride's jealous fury could shatter his beloved trinket in a blink of an eye, but his desire to watch the figurine inside the crystal ball dance and play for him was a force greater than he could resist. 

Three fireballs hurdled toward Fili sending him fleeing for cover beneath the snow for there was nowhere else to hide. He clutched his violin to his chest like a child clinging to a favored stuffed toy, ready to meet his doom, but without warning he was involuntarily pulled to his feet. Stripped of freewill again, Fili became a puppet enslaved by the enchantment placed upon him. 

Kili sat his candelabra on the piano not far from the music box so he could take a closer look. In the center of the crystal ball, the tiny violinist stood with his instrument, poised and ready to play. 

Relieved the fireballs were only magnified flames of the candles, Fili's heart swelled with happiness to see Kili had returned. He may not have been able to move, or speak as he wished, but given a chance to be near his heart's desire was good enough for now. 

~*~

Having left the sleeping village behind at the break of dawn, Frerin and his faithful mare rode east in search of Fili or Dís. He tried to rationalize every scenario. It was very possible his sister decided to stay overnight at the castle as Fili did, but that didn't explain why Daisy arrived in town alone, distraught and frazzled without Fili or his carriage. Something wasn't quite right. 

The clockmaker checked his pocket watch around noon. Arriving at the first inn this side of the dark forest, Frerin hitched up his horse for some food and water, while he went inside for a bite to eat and rest as well. 

Maybe one or more of these folks had seen Fili or Dís. Even better, maybe someone had been at the castle for the festivities the day before, and seen them. 

The small inn was buzzing with chatter, and laughter until someone noticed Frerin standing in the doorway. All eyes turned to stare at the curiously confused man. "I'm sorry. I was on my way to Erebor Castle, and needed a place to rest. Have I interrupted a private party of sorts?" 

One of the two barmaids rushed over to find a seat at the end of the bar for Frerin, and shoved a cold ale into his hands. "On me, darling." 

The silence in the room as unnerving to say the least. "Th-thank you, but...why? Why is everyone staring at me?" 

"You are Frerin Durin, the famous clockmaker, are you not?" Frerin nodded. Nearly a whisper, the barmaid replied, "We heard about your sister. The lady violinist." 

Frerin's brow knitted together. "What about my sister? I've been traveling since dawn searching for her and my nephew. If you know something, I will have you tell me this instant!" 

The barmaids and patrons alike looked away. "Master Dunlin over there, attended the prince's birthday celebration the other night. Said...Lady Dís had been charged with...treason." 

_"Treason?"_ Angrily, Frerin shouted. _What kind of twisted joke were these people playing?_ "That's absurd!" 

"For adultery. With the king." A man said from across the room. "I was there. King Thorin has been charged as well, and now...Prince Kili has taken over as our ruler. He is to marry some princess of Shadowfall. If I hadn't been there as a witness, I wouldn't have believed it either, lad! The king arranged that marriage. He's clearly out of his mind!" 

Stumbling out of the inn dazed and shocked, Frerin hurried to unhitch his horse. He needed to get to Erebor to find out for himself what was going on, sooner the better. 

The barmaid chased after him to hand him a small bundle of cheese, bread, and a couple apples for his journey. "Master Durin, I'm sorry you had to find out this way." 

"I don't believe it. My sister would never do such a thing. And shame on _all_ of you for believing our king would either! He is a good man, and has always done what is just and right for all of us!" Frerin refused the offered food, and rode away in haste, once again heading east with even more worry weighing heavy on his mind. 

~*~

Kili wound the music box, and carefully set it down. The music was louder than he remembered. Hopefully Dahlila was a heavy sleeper. Too late to worry about that now. 

He knelt down to watch the miniature violinist play and pirouette to the familiar tune until the song ended. Such beauty and grace, if only he was more than a fantasy. _Fantasy. 'He'll never be more than a fantasy.' Who is he?_

Fili would have gladly played for hours to see Kili's smile, but he was bound to the enchantment. Cursed to move like a mechanical toy, his movements ended with the song. 

Kili frowned. The handsome figurine stood frozen with his instrument tucked beneath his chin, elbow high where he stopped drawing the bow across the strings. 

A shadow behind Kili frightened Fili. He wanted to hide, and feared for Kili. 

"I've seen you somewhere before." Crazy? No, but where? Who was this graceful man weaving into his memory with this haunting song? Kili reached out to caress the glass. 

Fili couldn't move on his own at all. He wanted out of this cursed crystal ball. He wished to scream for Kili to help him. To understand what had happened. What had happened to them both. To warn his beloved friend of the danger everyone was in. 

Stepping out of the shadows, Dahlila raised her voice, startlingly Kili. "What are you doing?" 

Quickly he stood, spinning around to face his bride. "I wanted to play my music box. I'm sorry if I woke you, my love." 

"I was awake." Dahlila insisted it was time to go, linking their arms together. "We have a long day ahead of us, Kili. So much to tend to." 

Kili lifted the crystal ball to take it with him, but the wicked faerie snapped, "Put it back!" He inhaled sharply at her outburst, and gently sat the trinket back down. The fire in the massive stone fireplace crackled, growing stronger and brighter. Dahlila softened, lovingly she brushed a wisp of hair from his face. "Forgive me. I mean, you should leave it here where it will be safe, my dear." 

Fili slumped in defeat watching Kili leave him once more. Sitting inside the crystal ball placed upon the piano, he sighed, staring out at the clock placed near his glass home. Too bad it was broken. Maybe he wouldn't feel so alone. 

~*~

Riding for hours, Daisy's hooves pounded the dirt road faster and faster. Her sense of urgency maneuvered the treacherous stretch of road with speed, and care. They had already passed the last inn for the night, and entered the dark forest. There was no turning back now that the sun had set. 

Frerin's brief stops had been few throughout the afternoon so his mare could rest, but worried concern for Fili and Dis was the driving force that fueled his determination to ride through the night if he must. 

"Where's Fili, Daisy?" Ever since she returned, the telltale signs of broken tracers haunted him. Visions of Fili bleeding, lying injured beneath the wreckage of the carriage, made his stomach twist. _'I should have left last night. Hold on, Fee. I'm coming for you.'_

Traveling the dark forest well after sunset, Frerin was surprised to cross paths with another traveler brave enough to be here at this hour. He was a tall elderly man dressed in a grey robe and a pointed grey hat, who spoke with some authority, and was the only one able to give him any hope of finding Fili. 

"Yes, I recall seeing a young man fitting your description, more than a day ago. Fine, polite little fellow. He was turning onto the road to Shadowfall, when I questioned where he was going. He said he was on his way to Erebor castle. Lucky for him I was able to send him off on the right path." 

_'Shadowfall,'_ Frerin shuddered. Death and ruin is all anyone would find in that razed kingdom. "Indeed. Thank you for guiding him safely away from that evil land. Now if you'll excuse me, I don't mean to be rude, but I must be on my way." 

The old man gave a nod. "Rest assured, I'll keep an eye out for your nephew." 

"Thank you. I am grateful for your help." Ignoring the rumors about his sister, Frerin held out hope to find Fili with Dis, making himself at home in Erebor castle. "Safe travels to you, sir." 

"And to you. Be very careful. I believe evil has returned to our land." Frerin tipped his head, but was too tired, and much too anxious to move on to question what he meant by his comment. "Good luck on your quest, dear sir." The old man stroked his long grey beard, and hummed, watching Frerin disappear into the darkness. "You might need it." 

**Notes for the Chapter:**

> Thank you all for the comments, kudos, and stopping by to read!


	14. Chapter 14

Arriving through the gates of Erebor Castle, the royal carriage creaked and chains rattled, and horse hooves clopping along the cobblestone entrance echoed off the stone walls. It was a somber homecoming with only a few guards and servants greeting Kili and Dahlila as they emerged from the carriage. 

Walking towards the young couple, one very concerned servant in particular nudged the arm of the prince's childhood tutor. 

"Does Kili look well to you, Balin?" 

The old man stroked his long white beard regarding Kili. "The poor lad. All he's been through the past few days would take a toll on anyone." 

Bofur shifted his attention from Balin to the hollowed young man standing before him, and bowed. "Welcome home, your majesty." 

*

Sick with worry and guilt, Thorin could not eat nor sleep. In the quiet solitude of his dungeon cell, the king no longer controlled by the evil faerie's spell, regained freewill to think clearly his own thoughts for the first time in many years. 

Something twisted and evil was at work. Dahlila was certainly not the long lost princess of Shadowfall, nor was Lilith the lost queen he was led to believe. 

Many lives including the life of King Ivan were lost during the war between the demons and humans. His wife the queen, and their daughter fled Stormbreaker Castle, never to be seen again. Under siege, the demons were forced over the cliff where they met their end in the violent sea below, banished from this world. The war ended when the humans were sure every last fel creature had been slain. 

Or so they thought. 

Fool he had been. Dahlila was no princess, and if she was a demon fae he believed her to be, then maybe there was truth about the fel dead rising from the sea. 

Blinded by her enchantment, he believed her lies, and now his son, his husband, his best friend's wife, and his entire kingdom were in imminent danger. That evil faerie had haunted him, tormented him for years, seeking vengeance, and now it seems she seeks something more than his life. 

~*~

Frerin checked his pocket watch, and urged Daisy to hasten their pace. Precious time was ticking away, but Daisy had other plans.  

The mare knew where Fili was, and though she was afraid, she resisted Frerin's commands, and turned back heading for Shadowfall. 

"Daisy! What are you doing? Where are you going?" 

Frerin lost all control of his horse. He pulled back on the reigns; Daisy ignored the pain, stronger than her rider, she pulled forward, pressing on toward her destination. 

The winding path leading to Stormbreaker Castle darkened even more the further they rode. A chill ran up Frerin's spine riding past skeletons, long forgotten casualties of the war both human and demon.

Mist grew thick, and the stench of festering fel magic crackled miles closer they rode toward the castle. 

"We shouldn't be here, Daisy. This feels wrong." 

No sooner Frerin said those words, and tried to sway Daisy from her course did he see the horse's purpose. 

"Fili!" He screamed, jumping from the saddle. Frerin ran to the overturned carriage, frantically searching the wreckage. Fili was nowhere to be seen, but there in the dirt he found an unsettling trail of blood leading toward the castle.

His nephew needed help, and nothing, not even his fear of that evil place would stop him.

"Please stay here for me, Daisy. I need to find Fili, and I promise we'll make haste to leave this foul land as soon as I return with him." 

Regarding him warily, the mare stood near the wrecked carriage awaiting her master's return.

*

Curling up on a pile of fake snow cuddling his violin, Fili waited for Kili to return; however long that might be. Even if he could not speak to him, knowing his beloved was near, knowing he was curious enough about him to play the music box, gave him hope. 

With little else to do but lose himself in thought, Fili tried to remember all he had learned about magic from his studies with Lord Elrond over the years he spent in Rivendell. 

He recalled his mentor telling first-hand tales of the great battle between humans and demons. Elrond, a gifted healer, worked tirelessly saving hundreds of lives until the war ended when one all-powerful wizard vanquished the demons. _'What was that wizard's name?'_ Not that it mattered now. No one including Lord Elrond knew where the wizard was these days.

All was quiet in the gloomy sitting room save for the crackling embers glowing in the stone fireplace. It reminded him of home. Of evenings when he and his mother and uncle gathered before their small fireplace after a delicious supper. 

_'Mother.'_

Surely his mother had fallen into despair, worried about him. How could he be so thoughtless and careless, running away from his troubles like a child?

Poor Daisy was out there somewhere, hopefully not lost in the forest of Shadowfall. How could he let this happen? He never meant to fall into such peril, and cause so much grief for his loved ones. Undoubtedly, Frerin was searching for him. Fili groaned in frustration. His uncle would never dare step foot on this land. 

He was trapped. Waiting for someone to rescue him like a fairytale princess. He laughed out loud in spite of his miniaturized self. There was _nothing_ he could do to save himself, and how would anyone find him here in this abandoned castle? 

All he ever hoped and dreamed of was to pledge his love to Kili. To tell him how much he wished to spend the rest of his life with him, but everything spiraled out of control. That demon faerie twisted the prince's mind as well as the minds of entire court. 

Tears welled in Fili's eyes. Kili would possibly never remember him, and here he would remain in this crystal ball, forced to watch his true love live his life married to that evil fae. 

He wiped away the tears spilling down his cheeks. If only he could be comforted in the arms of his mother. If only he could hear his uncle's words of wisdom, and laughter once more. 

_'Fili?'_

Fili snorted. He thought he heard Frerin call his name. Surely he was going mad. 

"Fili! Fili, are you here? Anyone? Is anyone here?"

His eyes shot open wide as he scrambled to look through the crystal. Either he'd truly lost his mind, or his prayers had been answered. 

_"Frerin!"_

**Notes for the Chapter:**

> Sorry for the long delay! Hope you enjoy the update!
> 
> Thank you for reading, and all the kudos and comments!!  
> A huge, appreciative thank you to all of those still reading this fic!!


	15. Chapter 15

Despite his fear, Frerin entered the castle cautiously. The formidable castle doors slammed shut behind him, echoing through the sparsely furnished grand hall. His worn riding boots scuffed along the once glorious flooring inlaid with gold motifs now covered in debris from years of neglect. 

"Fili?" 

Silence sent a wave of dread cascading over him. _'Where could he be?'_

Every step he took, every slight sound he heard, his heartbeat quickened, searching dark room after room. The fire burning in a few of the fireplaces indicated someone had been here, or was possibly still here. 

Warily entering each room, his skin tingled; every hair on his body stood on end sensing he was being watched though no one was there.

That eerie feeling of being watched seemed more prevalent as he walked through the sitting room. 

Evil spirits may linger here, but something in this room felt _different;_ deeply forlorn, and hopeless rather than ill with wicked intent.

Frerin considered this could be the sorrowful soul of King Ivan mourning the loss of his family, and kingdom. 

It was time to leave this foul place, and continue his search elsewhere. Fili was nowhere to be found amongst the castle's many rooms. With a heavy heart, he turned to leave.

Fili pressed himself against the crystal, frantically pounding his tiny fists in fear of being left behind again. 'Frerin! Please don't leave me! I'm here! I'm right here!' His tiny heart clenched watching his uncle solemnly cross the room. 

_Not again!_ Fili slid down the glass, and slumped. He couldn't watch hope walk out on him again. The violin lying in the snow caught his eye. It was then he realized he was free to move in Frerin's presences as long as his uncle didn't get too close. 

Scrambling to snatch up his instrument, Fili began playing the song he wrote for Kili. He played loud and reckless with more energy, and more feeling than ever. 

Frerin stopped at the doorway, hearing the slightest high-pitched musical sound coming from the direction of the piano.

From across the room, he noticed the broken clock, and an oddly familiar novelty item placed next to it. Fili continued to play until the enchantment took control, forcing him to pose with his violin, frozen on the dais in the center of the crystal ball. 

Suddenly the music stopped. Briefly scanning the room, Frerin made his way around the heavy furnishings to investigate. Curiously the clockmaker furrowed his brow, bending down to take a quizzical look.

"What is this?" 

Seeing the miniature violinist carved in the likeness of Fili, Frerin gasped. This was _his_ music box! This was made as a gift for Fili to give Kili. Why was it _here_ in this forsaken place?

To be sure, Frerin turned the key, and listened to the tune as the tiny figurine twirled on the dais. This was indeed his creation, but as he studied the tiny dancer, he noticed something was off. The details of the violinist were much more realistic than he had the skill to replicate. He also noticed tears glistening down the figurine's cheeks.

"Fili!" 

Frerin held the music box close to his chest. He couldn't breathe. Had he gone mad, dizzy with grief over the loss of missing nephew, or was this truly evil sorcery at work? 

"I must find Dís!" 

Bounding out of the castle with the music box in his pouch, Frerin ran to mount his faithful mare. Daisy's hooves thundered through the dense forest of Shadowfall. 

"Make haste, Daisy! _To Erebor!"_

~*~

Dahlila's plan was imminently close to fruition, but her waning patience risked losing all she'd gained. 

"What do you mean, you don't know where it is?" She shrieked, closing the space between herself and the prince. 

Kili flinched, "I don't even know what you're talking about! _What_ portal? No one's ever told me about a portal! And why do you want to know about it anyway?"

Behind closed doors of Kili's bedchamber, the young couple's heated argument was overheard.

Bofur sighed. He loved the prince he'd cared for since he was a rambunctious little tot, and it was heartbreaking to witness Kili's once fun-loving demeanor fade into darkness since the proclaimed Princess of Shadowfall took hold of his heart. The whole kingdom had fallen into despair in one tragic evening with the revelation of their adulterous king's affair. Now Kili was burdened with responsibility he wasn't completely prepared for. 

Down the long corridor, Bofur saw a maid carrying a tea tray. No doubt she was going to check on Bilbo. "Do you need help, my dear?" 

The maid smiled, peering over her glasses. "If you could be so kind as to open the door for me?" 

"Your hair looks especially nice today. Did you do something different with it?" 

Blushing, she looked away. "Not really, but thank you, Bofur."

"Would you like to go for a walk in the garden this evening? The moonflowers are beautiful this time of year." 

The maid giggled, and nodded, "Oh, yes, that would be lovely."

"Let me take the tray. I can tend to Bilbo, if you'd like to freshen up before our walk." 

Bofur slipped the tray from the love-struck maid's hands, sending her on her way. He waggled his brows, and quietly entered the royal bedchamber. 

"Bilbo, wake up. I have some tea for you."

Bilbo groaned, and muttered, "I don't want any more tea." 

Placing the tray on a side table, Bofur took the liberty of sitting on the consort's bed. "How do feel?"

Groggily he grumbled, "I'd be fine if those nurse maids would stop shoving that awful tea down my throat! Where's Thorin?"

Bofur chose his words carefully, "You don't know where Thorin is? You don't remember what happened?"

"It was an accident. I had an allergic reaction to the nuts in the cookie I ate. Next thing I knew, I was being forced to drink a tincture, and was sedated with something in the tea they keep making me drink. One of them confessed Dahlila had ordered this! What power does she have here to order our maids? What's going on? Why are they doing this to me, and why is Thorin allowing this?" The grey haze over the little man's blue eyes worried his loyal servant. 

"Dahlila's orders? Bilbo, it's not Thorin's fault." Bofur's love for his royals broke his heart seeing their lives in such perilous jeopardy. He couldn't find the words nor the nerve to tell Bilbo the truth. The haze clouding his own eyes and mind seemed to lift ever so slightly. "He loves you, Bilbo. He would be here if he could."

The servant lifted the teapot lid, and sniffed. "Do you know anything about a portal?"

"Portal?" Bilbo snorted, "What sort of portal?"

"I don't know."

Bilbo nonchalantly waved a hand, "Thorin mentioned something vaguely about it once, but I can't remember now. Why do you ask?" 

The tea was drained out the window. "I promise to return with a fresh pot of herbal tea. One that will not harm you, your grace. Then we'll talk."

~*~

Daisy galloped furiously out of Shadowfall onto the main road, passing a familiar old man, who quickly turned his stallion to follow mare. "Why had you ventured into Shadowfall? I warned you not to go there!" He shouted.

Frerin had no time to explain. "I must get to Erebor at once! Lives are at stake, I'm sure of it!"

The white stallion caught up to the chestnut mare, and the rider asked, "What did you learn there? What did you see?" 

"Evil has returned.'

The old man dressed in a grey robe, sent a nod in Frerin's direction. "Or never left."

Frerin paled at the old man's words. The horses never faltered riding side-by-side at a frantic pace. 

"My name is, Gandalf. I will ride with you. If what I believe is true, time is of the essence."

**Notes for the Chapter:**

> Thank you for all the comments, kudos, and for stopping by to read!!!


End file.
